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R-1278 - 07/09/2013 - ELECTRIC AGGREGATION - Resolutions RESOLUTION 2013-ELEC-AGG-CNSLT-AG-R-1278 A RESOLUTION APPROVING AND AUTHORIZING A CONSULTING SERVICES AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND THE ILLINOIS COMMUNITY CHOICE AGGREGATION NETWORK FOR SERVICES RELATED TO THE VILLAGE'S ELECTRIC AGGREGATION PROGRAM WHEREAS, the Village operates an electric aggregation program ("Program") and specialized expertise is required for certain elements of that Program ("Services"); and WHEREAS, the Village's Electric Aggregation and Issues Committee ("Committee") solicited qualifications from consultants to provide that specialized expertise and, after conducting interviews and a thorough review of the consultants that submitted qualifications, has recommended the Illinois Community Choice Aggregation Network("ICCAW) as the consultant most favorable to the Village's needs; and WHEREAS, the President and Board of Trustees concur with the Committee's recommendation; and WHEREAS, the Village and ICCAN desire to enter into and execute an agreement for ICCAN to provide the Services to the Village for an amount not to exceed $10,000, which agreement is attached hereto as Exhibit A("Agreement'); and WHEREAS, the President and Board of Trustees have determined that it is in the best interest of the Village to enter into the Agreement; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of the Agreement. The President and Board of Trustees hereby approve the Agreement by and between the Village and ICCAN in substantially the form as attached as Exhibit A and in a final form approved by the Village Attorney. Section 3: Authorization and Execution of the Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute the approved final Agreement on behalf of the Village. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] or Resolution 2013-ELEC-AGG-CNSLT-AG-R-1278 Consulting Services for Electric Aggregation 2of3 APPROVED THIS 9th day of July, 2013l;r, Gopal G. Lalmalani Village President PASSED THIS 9th day of July, 2013 i Ayes: Trustees Adler, Moy, Wolin, Yusuf Nays: Trustee Manzo Absent: Trustee Raar ATTEST: IV k. Charlotte K. Pruss Village Clerk c C i I Resolution 2013-ELEC-AGG-CNSLT-AG-R-1278 Consulting Services for Electric Aggregation 3 of 3 EXHIBIT A AGREEMENT i i i i i t i i i i I i i I I I VILLAGE OF OAK BROOK CONSULTING SERVICES AGREEMENT WITH THE ILLINOIS COMMUNITY CHOICE AGGREGATION NETWORK This Agreement is made between the Village of Oak Brook, an Illinois municipality, (the "Villa e") and the Illinois Community Choice Aggregation Network (the "Consultant") as of July T, 2013. I. THE SERVICES A. Definition of Services. The Consultant will provide the electricity aggregation services to the Village as described in and pursuant to the Proposal attached to this Agreement as Exhibit A (the "Services"), which Services generally include electricity aggregation consulting services to comprehensively assist the Village in developing, implementing, and operating its Electricity Aggregation Program ("Aggregation Program"), including without limitation: 1. advising Village staff and elected officials on all aspects of the Aggregation Program; 2. assisting with all necessary documents for the implementation and operation of the Aggregation Program; 3. promptly advising the Village on any changes in laws, rules, tariffs, or any other regulatory matter that impacts the Aggregation Program; 4. assisting with and attending public hearings and Village Board meetings related to the Aggregation Program; 5. writing bid specifications and contract documents for an electric utility supplier (an "ARES") in order to conduct a competitive bidding process for the procurement of electricity for the Aggregation Program; 6. soliciting and reviewing bids received and assisting Village staff with the selection of an ARES; 7. after selection of the ARES, working with Village staff to provide information to Village residents concerning the implementation and operation of the Aggregation Program, including managing and implementing the "opt-out" notification process for Village residents and conducting an on-going education program for Village residents and businesses; 8. Assisting staff with the acquisition of records from Com Ed following required confidentiality procedures; 9. monitoring the ARES's compliance with the requirements of the contract to supply electricity for the Aggregation Program; and 10. managing and supervising the implementation of the Aggregation Program by the ARES through the end of the contract term, including: I I i I i 11. developing and maintaining an effective computer system to record and analyze energy requirements and corresponding transactions; 12. routinely reviewing random billings to customers within the Aggregation Program to monitor accuracy of billings to customers; 13. providing periodic reports and other documentation and analysis of the performance of the ARES as requested by the Village; and 14. attending meetings with Village staff and officials as requested by the Village to give periodic updates on the Aggregation Program, including program operations, customer savings, and reports concerning Program operation and on-going system checks concerning the provision of electricity. B. Responsibility of Consultant to Perform. The Consultant must provide all personnel necessary to complete the Services. The Consultant must perform the Services with its own personnel unless otherwise approved by the Village in writing. All sub-consultants and supplies used by the Consultant in the performance of Services must be acceptable to, and approved in advance by, the Village. The Village's approval of any sub-consultant or supplier will not relieve the Consultant of full responsibility and liability for the provision, performance, and completion of the Services in full compliance with, and as required by or pursuant to, this Agreement. All Services performed by any sub-consultant or supplier are subject to all of the provisions of this Agreement in the same manner as if performed directly by the Consultant. If any sub-consultant or supplier fails to properly perform any Services undertaken by it in compliance with this Agreement, then the Consultant, immediately on notice from the Village, must remove that sub-consultant or supplier and undertake the Services itself or replace the sub- consultant or supplier with a sub-consultant or supplier acceptable to the Village. II. PAYMENT FOR THE SERVICES A. Compensation. As compensation for the performance of the Services ("Compensation") and only after the execution of a contract between the Village and an ARES for the supply of electricity for the Aggregation Program, the Consultant will receive a flat fee of $10,000 paid by the Village of Oak Brook. The Consultant acknowledges and agrees that if the Village does not execute a contract with an ARES for the supply of electricity for the Aggregation Program, the Consultant will not receive, and will not be entitled to receive, the Compensation. B, Authorized Reimbursable Expenses. Not applicable. C. Invoices. Not applicable. D. Taxes. The Compensation includes applicable federal, State of Illinois, and local taxes of every kind applicable to the Services and all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or other similar benefits. The Consultant will never have a claim or right to claim additional compensation by reason of the payment of any such tax, contribution, premium, costs,royalties, or fees. j:\worddoc\contract\2013 contracts\2013 electric aggregation consulting services.docx 2 III. PERFORMANCE OF THE SERVICES A. Standard of Performance. The Consultant must perform the Services in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances in the Chicago Metropolitan Region (the "Standard of Performance"). All Services must be conform to the requirements of this Agreement and must be performed in accordance with the Standard of Performance. The Consultant is fully and solely responsible for the quality, technical accuracy, completeness, and coordination of all Services. B. Risk of Loss. The Consultant bears the risk of loss in providing all Services. The Consultant is responsible for any and all damages to property or persons arising from any Consultant error, omission, or negligent act and for any losses or costs to repair or remedy any services undertaken by the Village based on the Services as a result of any such error, omission, or negligent act. Notwithstanding any other provision of this Agreement, the Consultant's obligations under this Section III.B exist without regard to, and may not be construed to be waived by, the availability or unavailability of any insurance, either of the Village or the Consultant, to indemnify, hold harmless, or reimburse the Consultant for damages, losses, or costs. C. Village Responsibilities. The Village will have the following responsibilities: 1. To designate a person with authority to act as the Village's representative on the project. The Village's representative will have the authority to act on behalf of the Village except on matters that require approval of the Village's Board of Trustees. 2. To provide to the Consultant all criteria and information about the requirements for the Services. 3. To provide to the Consultant existing studies, reports, and other available data relevant to the Services. 4. To arrange for access to, and make provisions for the Consultant to enter on, property as reasonably required to perform the Services. 5. To review reports, documents, data, and all other information presented by the Consultant as appropriate. 6. To provide approvals from all governmental authorities having jurisdiction over a Project when requested by the Consultant, except the extent such approvals are part of the Services. 7. To respond with reasonable promptness to questions, inquiries, and requests of the Consultant. D. Time of the Essence. Time is of the essence for all activities related to the performance of the Services. E. Suspension of Services. The Village, at any time and for any reason, may suspend work on any or all Services by issuing a written work suspension notice to the i i j:\worddoc\contract\2013 contracts\2013 electric aggregation consulting services.docx 3 Consultant. The Consultant must stop the performance of all Services within the scope of the suspension notice until the Village directs the Consultant in writing to resume performance. IV. INSURANCE The Consultant must maintain the insurance coverage described in Exhibit B during this Agreement. Any sub-consultants that the Consultant uses also must acquire and maintain equivalent insurance coverage. V. INDEMNIFICATION The Consultant, without regard to the availability or unavailability of any insurance, either of the Village or the Consultant, must indemnify and reimburse the Village and its officials, officers, employees, agents, and attorneys (the "Indemnified Parties"), to the fullest extent permitted by law, against any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses, including reasonable attorneys' fees, that may arise or be alleged to have arisen out of or in connection with Consultant's negligent acts, errors, or omissions, except only to the extent caused by the negligence of the Village. VI. OWNERSHIP AND USE OF DOCUMENTS All documents created by the Consultant as a part of performance of the Services, specifically but without limitation reports, calculations, and other documents prepared in the course of performing the Services will be treated as work for hire and will belong to the Village. In no event may the Consultant publish, publicly describe, or otherwise present the Services performed for the Village or the documents produced or prepared in connection with the Services without the Village's written permission. VII. TERMINATION A. At Will. This Agreement is at-will and may be terminated by the Village at any time at the Village's convenience, without reason or cause. The Consultant is not entitled to Compensation of any kind, including without limitation for lost profit, for any Services not performed by the Consultant. B. Termination by Village for Breach. The Village at any time, by written notice, may terminate this Agreement on account of breach by the Consultant and failure of the Consultant to cure the breach within five business days after that written notice or such further time as the Village may explicitly agree in writing and in the Village's sole discretion, in response to a written notice from the Consultant within the five-day period seeking additional time to cure. "Breach" by the Consultant includes (a) failure of the Consultant to adhere to any terms or conditions of this Agreement, (b) failure of the Consultant to properly perform Services, (c) failure of the Consultant to maintain progress in the performance of Services so as to endanger proper performance of the project, or (d) failure of the Consultant to have or maintain adequate financial or legal capacity to properly complete any Services. C. Termination by Consultant for Breach. The Consultant at any time, by written notice, may terminate this Agreement on account of failure by the Village to properly pay the Consultant and failure of the Village to cure the breach within five days after that written notice j:\worddoc\contract\2013 contracts\2013 electric aggregation consulting services.docx 4 or such further time as the Consultant may explicitly agree in writing and in the Consultant's sole discretion, in response to a written notice from the Village seeking additional time to cure. VIII. LEGAL RELATIONSHIPS AND GENERAL REQUIREMENTS A. Consultant as Independent Consultant. For purposes of this Agreement, the Consultant is an independent consultant and is not, and may not be construed or deemed to be, an employee, agent, or joint venturer of the Village. B. Compliance with Laws. The Consultant must comply with all statutes, ordinances, codes, and regulations applicable to the Services. C. Intellectual Property. The Consultant may not infringe on any intellectual property (including but not limited to patents, trademarks, or copyrights) (collectively "Intellectual Property") in the performance of Services. If ever the Consultant is alleged to have infringed on any Intellectual Property, then, in addition to the Consultant's obligations to indemnify Indemnified Parties, the Consultant also, at the sole discretion of the Village and at the Consultant's sole expense (i) procure for the Village the right to continue using the infringing subject matter, or (ii) replace or modify the infringing subject matter so that it becomes non- infringing but still complies with the requirements of this Agreement and the relevant Task Order, or (iii) reimburse the Village for all payments made to the Consultant relating to or impacted by the infringing material and all costs incurred by Village resulting from such infringement. D. Confidential Information. All information and data disclosed by the Village and developed or obtained under this Agreement must be treated by the Consultant as proprietary and confidential information ("Confidential Information"). The Consultant must not disclose Confidential Information without the Village's prior written consent. No person may use Confidential Information for any purpose other than for the proper performance of Services. The obligations under this Subsection D does not apply to Confidential Information that is (i) in the public domain without breach of this Agreement, (ii) developed by the Consultant independently from this Agreement, (iii) received by the Consultant on a non-confidential basis from others who had a right to disclose the information, or (iv) required by law to be disclosed, but only after prior written notice has been received by Village and Village has had a reasonable opportunity to protect disclosure of the Confidential Information. The Consultant must ensure that the foregoing obligations of confidentiality and use extend to and bind the Consultant's sub- consultants and suppliers. E. Notices. Any notice or communication required by this Agreement will be deemed sufficiently given if in writing and when delivered personally or upon receipt of registered or certified mail, postage prepaid, with the U.S. Postal Service and addressed as follows: If to the Village: with a copy to: Village of Oak Brook Peter Friedman 1200 Oak Brook Road Holland&Knight LLP Oak Brook, Illinois 60523 131 South Dearborn Street, 30th Floor Attn: Village Manager Chicago, Illinois 60603 j:\worddoc\contract\2013 contracts\2013 electric aggregation consulting services.docx 5 If to the Consultant: Mark J. Pruitt Illinois Community Choice Aggregation Network 10 West 35th Street, 16th Floor Chicago, Illinois 60616 or to such other address as the party to whom notice is to be given has furnished in writing. F. No Waiver by Village. No act, order, approval, acceptance, or payment by the Village, nor any delay by the Village in exercising any right under this Agreement, will constitute or be deemed to be an acceptance of any defective, damaged, flawed, unsuitable, nonconforming, or incomplete Services or operate to waive any requirement or provision of this Agreement or any remedy, power, or right of the Village. G. No Third-Party Beneficiaries. This Agreement is for the benefit of the Village and the Consultant only and there can be no valid claim made or held against the Village or the Consultant by any third party to be a beneficiary under this Agreement. H. Assignments. The Consultant may not assign or transfer any term, obligation, right, or other aspect of this Agreement without the prior express written consent of the Village. If any aspect of this Agreement is assigned or transferred, then the Consultant will remain responsible to the Village for the proper performance of the Consultant's obligations under this Agreement. The terms and conditions of any agreement by the Consultant to assign or transfer this Agreement must include terms requiring the assignee or transferee to fully comply with this Agreement unless otherwise authorized in writing by the Village. I. Amendments. This Agreement may be amended only in writing executed by the Village and the Consultant. J. Governing Law. The validity, construction, and performance of this Agreement and all disputes between the parties arising out of or related to this Agreement will be governed by the laws of the State of Illinois without regard to choice or conflict of law rules or regulations. K. Compliance with Laws Grant Conditions. All Services must be provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations, and with applicable statutes, ordinances, rules, and regulations. The Consultant also must comply with applicable conditions of any federal, state, or local grant received by the Village with respect to this Agreement. The Consultant will be solely responsible for any fines or penalties that may be imposed or incurred by a governmental agency with jurisdiction over the Services as a result of the Consultant's improper performance of, or failure to properly perform, any Services. L. Representation of No Conflicts. The Consultant represents that (1) no Village employee or agent is interested in the business of the Consultant or this Agreement, (2) as of the Effective Date neither the Consultant nor any person employed or associated with the Consultant has any interest that would conflict in any manner or degree with the performance of the j:\worddoc\contract\2013 contracts\2013 electric aggregation consulting services.docx 6 I obligations under this Agreement, and (3) neither the Consultant nor any person employed by or associated with the Consultant may at any time obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement. M. No Collusion. The Consultant represents that the Consultant is not barred from contracting with a unit of state or local government as a result of (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless the Consultant is properly contesting its liability for the tax or the amount of the tax or (2) a violation of either Section 33E-3 or Section 33E-4 or Article 33E of the Criminal Code of 1961, 720 ILCS 5/22E-1 et seq. The Consultant represents that the only persons, firms, or corporations interested in this Agreement as principals are those disclosed to the Village prior to the execution of this Agreement and that this Agreement is made without collusion with any other person, firm, or corporation. N. Exhibits. Exhibits A through B attached to this Agreement are, by this reference, incorporated in and made a part of this Agreement. In the event of a conflict between an exhibit and the text of this Agreement, the text of this Agreement shall control. WHEREFORE, the Village and the Consultant have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. VILLAGE OFOAK BR�O�O-K,.^ By: David Niemeyer, Village Manager THE ILLINOIS COM NIT, OICE AGGREGATION NETWORK By: Mark J. ruitt,Principal j:\worddoc\contract\2013 contracts\2013 electric aggregation consulting services.docx 7 i EXHIBIT A -PROPOSAL j:\worddoc\contract\2013 contracts\2013 electric aggregation consulting services.docx 8 i RESPONSE TO VILLAGE OF OAK BROOK, ILLINOIS REQUEST FOR PROPOSALS ELECTRICITY AGGREGATION CONSULTING SERVICES May, 2013 SUBMITTED BY: The Illinois Community Choice Aggregation Network (ICCAN) Contents Introduction...........................................................................................................................1 Background ................................................................................................................................2 ProposedProcess.....................................................................:..................................................2 Opportunitiesfor the Vil lage.....................................................................................................3 TheRole of Consul tants.............................................................................................................4 TheICCAN Option.......................................................................................................................5 Teamand Resources..............................................................................................................6 EngagementTeam & Roles.........................................................................................................6 EngagementTeam Background.................................................................................................. 6 Conflictsof I nterest....................................................................................................................9 DraftAggregation Pl an............................................................................................................ 10 AggregationApproach ............................................................................................................ 10 FirmExperience...................................................................................................................11 LargeProcurement Events........................................................................................................ 11 Contract Negotiations and Credit Protocols .......................................................................... 11 MunicipalAggregation............................................................................................................ 14 References................................................................................................................................ 14 Engagement Team Interaction Platforms................................................................................. 14 MarketPrice Monitoring......................................................................................................... 15 ReportingPlan.......................................................................................................................... 15 VendorScreening Pl an............................................................................................................. 16 Proposal Process and Scoring Plan ....................................................................:...................... 17 Educationand Outreach Pl an.................................................................................................. 18 ProjectSchedule....................................................................................................................... 19 FirmEngagement.................................................................................................................21 Attachment A (Staff Biographies) Attachment B (Draft Aggregation Plan) 1 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services Introduction The Illinois Community Choice Aggregation Network (ICCAN) is an association of energy experts, non-profits, and consultants dedicated to expanding and improving the benefits of Community Choice Aggregation (CCA) in Illinois. ICCAN's goal is to provide communities with access to independent, experienced and affordable resources that place local governments and their residents in control of their municipal aggregation. ICCAN's collaboration-based approach allows communities to share lessons learned throughout the nation, while building their knowledge and internal capabilities. Our approach empowers municipalities by providing the tools to effectively manage aggregation without incurring high costs. ICCAN partners that will be made available to the Village of Oak Brook municipal aggregation project include: ♦ The Illinois Community Choice Aggregation Network (ICCAN)— Mark Pruitt will be the project director and primary Village interface. As the past Director of the Illinois Power Agency, Mark provides expertise in competitive electricity procurement, wholesale and retail and consumer outreach. o Mark Pruitt markipruitt@gmail.com 10 West 35th Street, 16th Floor (219)921-3828 Chicago, Illinois 60616 ♦ Galvin Center for Electricity Innovation — Dr. Shahidehpour and his team will provide both technical and administrative support to the project. The Galvin Center has been researching and studying power markets and ways to provide Illinois communities access to low cost wind power and technologies. o Dr. Mohammed Shahidehpour ms @iit.edu 10 West 35th Street, 16th Floor (312) 567-3000 Chicago, Illinois 60616-3793 ♦ LEAN Energy US—Shawn Marshall will provide aggregation support and assist with development of the program plan, RFP, member educations, and community outreach. Shawn was instrumental in the successful formation of the Marin Energy Authority CCA which is the first in California and is currently providing aggregation support to other California communities. o LEAN Shawn Marshall shawnmarshall @LEANenergvus.org 655 Redwood Highway,Suite 345 (415) 786-9118 Mill Valley, California 94941 ♦ Pricelock — At the request and authorization of the Village, ICCAN will utilize its relationship with Pricelock, a leading reverse auction platform provider, to facilitate the bidding events related to the Village's aggregation program. ICCAN and Pricelock have partnered on reverse auctions that set prices for 15 Illinois municipal aggregations. Our experience with the Pricelock process has been very responsive, and we would be pleased to discuss incorporating a reverse auction function into the Village's procurement strategy. Illinois Community Choice Aggregation Network 2 Response to the Village of'oak Brook RFP for Municipal Aggregation Consulting Services Background Public Act 96-0176 amended the Illinois Power Agency Act by providing for the aggregation of electrical load by municipalities and counties. This law authorizes single or multiple communities to develop aggregation programs for the procurement of electricity supply to residential and small business customers. Municipalities are able to include residential and small businesses accounts In a Request for Proposal to Alternative Retail Electric Suppliers (ARES) licensed by the Illinois Commerce Commission. Additionally, multiple municipalities can join together in common aggregation pools. Oak Brook was an early adopter of the municipal aggregation authority with passage of a referendum in April 2011. Subsequently, the Village awarded an aggregation supply agreement to Integrys Energy Services that expires December 2013. The Village is considering electricity supply approaches that will continue delivering value to residents in light of several challenges, including: ♦ A lower Price to Compare offer from the local utility (Commonwealth Edison); ♦ The potential transition and transfer of accounts from the incumbent supplier to a new supplier; ♦ The potential transition from participating in a pool of multiple municipalities to a stand-alone status; and, ♦ Ensuring continued compliance with various statutes and regulations. Proposed The Village has established a set number of tasks with which it seeks support from a Process consultant, including: ♦ Review Oak Brook's Plan of Governance and suggest changes if needed. ICCAN does recommend conducting a review of the current Plan of Governance to ensure policy consistency and regulatory compliance. Any changes to the Plan of Governance would then be transferred into solicitation and supplier agreements. ♦ Attend public hearings if necessary. ICCAN recommends that the Village conduct at least two (2) public hearings in advance of any new supply agreement. Though the statute is unclear as to whether such hearings are required, conducting the hearings can be an effective way of reintroducing the program to the public. ♦ Assist the Village with preparing for and conducting the Request for Proposal Process. ICCAN recommends collaboration with the Village's existing qualified procurement department staff, whereby ICCAN provides subject matter expertise and supports staff's management of the RFP process. ♦ Assist the Village in choosing a supplier. ICCAN stands ready to assist the Village in determining whether a supplier should be selected on the basis of price alone, or on the basis of qualifications plus price. ♦ Assist the Village in reviewing the chosen supplier's contract terms and conditions. ICCAN recommends that the Village issue its own contract terms and conditions to potential suppliers in order to establish a consistent baseline that will allow for a direct "apples to apples" comparison of pricing offers. Illinois Community Choice Aggregation Network 3 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services Opportunities The Village's municipal aggregation program has delivered significant savings to residents. for the Village However, the level of consumer savings realized through the aggregation program will reduce over time. The graph below conveys the Village's energy supply rate through the program (Green line), and two versions of the Commonwealth Edison (ComEd) Price to Compare (Blue and Red lines). The Blue line represents the standard ComEd Price to Compare which includes energy supply plus transmission costs. The Red line represents the adjusted ComEd Price to Compare which includes energy supply plus transmission plus a Purchased Electricity Adjustment (PEA). The PEA is a balancing charge (or credit)that ComEd is allowed to pass through to default rate customers (i.e. customers not purchasing electricity through a direct contract or a municipal aggregation). The distance between the Green line and the Blue/Red lines represent the level of consumer savings under the current supply agreement. Rate Comparison: ComEd us. Village 9.500 9.000 - — - 8.500 _ 0 8.000 x R 7.500 3 Y 7.000 a 6300 N 6.000 U 5.500 - ---- -- 5.000 _ 4.500 ComEd (Price(Price to compare) ComEd(Price to Compare+PEA) Village Rate As presented, the Village's current power supply agreement generates significant cost savings through May 2013. Starting in June 2013, the standard ComEd Price to Compare drops significantly (from 8.320/kWh to 5.5110/kWh). A PEA credit for the month of June pushes the adjusted ComEd Price to Compare down to 5.5110/kWh which is below the Village's contract rate of 5.5520/kWh. Given the optics of reduced savings potential, ICCAN recommends that the Village consider some alternative approaches to the program so as to maintain cost savings as well as offer other values to consumers. Such approaches may include: Illinois Community Choice Aggregation Network 4 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services ♦ Shorter term pricing offers. Orienting contract pricing around the annually scheduled release of the ComEd Price to Compare may reduce the potential for program pricing to rise above the default price offer from the utility. ♦ Price match guarantee. Requiring suppliers to either meet the Price to Compare or return consumers to the default rate would add a level of assurance to residents that the Village will always seek the lowest pricing option on their behalf. ♦ Select cleaner resources. The Chicago municipal aggregation eliminated coal- fueled electricity resources from their supply portfolio. Other communities support renewable energy development through the purchase of renewable energy credits to augment their energy supply. ♦ Improve energy use. Requiring suppliers to assist Village residents access existing energy efficiency and demand response programs offered through ComEd and Nicor Gas would be a method for returning a greater portion of the energy efficiency fees paid by residents back to the local economy. The Role of In the near term, qualified consultant should be used to assist the municipality in meeting Consultants the four primary goals of aggregation formation: ♦ Negotiating the best deal for the community. The consultant must deliver a low electricity purchase price at the lowest level of risk. • ICCAN Observation — Many aggregation communities are coping with the uncertainty of having suppliers that have been downgraded by the credit rating agencies. ICCAN recommends selecting suppliers based on a combination of variables including experience,financial stability, and price. ♦ Maintaining consumer rights. The consultant must assist the municipality develop contract terms and conditions that ensure timely service for residents. • ICCAN Observation —Some aggregation communities have discovered that their suppliers have failed to provide minimum levels of customer service. ICCAN recommends that municipalities embed performance metrics and apply penalties to suppliers that fail to perform. ♦ Controlling processes to prevent conflicts of interest. The consultant must protect the integrity of the aggregation process and results by documenting and validating procedures. These documents will serve to defend selection results. • ICCAN Observation - Many aggregation communities in Illinois are discovering that their consultants have contrived to receive compensation from both their municipal clients as well as suppliers. ICCAN recommends selecting consultants commit to receive only compensation from the community, and certify that limitation in writing. ♦ Complying with statutory requirements. The consultant must work with municipal counsel to ensure compliance with the requirements of the municipal aggregation statute as well as the Public Utility and Consumer Protection Acts. Illinois Community Choice Aggregation Network 5 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services • ICCAN Observation — Some aggregation communities in Illinois have learned that their programs violate the universal access requirement set forth in the statute by allowing suppliers to exclude low-income households, PIPP participants, and other residents from Program services. ICCAN recommends that all key program elements be reviewed in light of applicable statutes. The ICCAN We believe that the depth and range of expertise provided by the ICCAN team will meet Option and exceed expectations. Our goal is to provide the Village residents with immediate cost savings, and to establish the systems that can further local economic development benefits through energy efficiency; demand response, and clean energy Some of the differentiators that favor ICCAN are: ♦ Expertise. Consultant must demonstrate a wide range of expertise with utility laws and regulations, retail and wholesale electricity market, and energy efficiency and demand-response technologies. The more experience the consultant offers, the more value the municipal aggregation can deliver. ICCAN team members provide the Village with an exceptional range of applicable expertise. ♦ Independence. Consultants should be completely neutral in the planning and selection of services and suppliers. Consultants should be free of conflicts of interests such as maintaining compensation-based relationships (such as agency agreements) with Alternative Retail Electric Suppliers (ARES). No ICCAN member has held or currently maintains a compensation-based relationship with any supplier— ICCAN works exclusively as an agent of aggregation communities. ♦ Strong networks. Consultants should have constructive relationships with the Illinois utility regulatory authorities including the Illinois Commerce Commission, utility staff, the Department of Commerce and Economic Opportunity, and the Office of the Attorney General. Additionally, the consultant should have active relationships with the community of non-profit organizations that impact the Illinois marketplace (i.e. the Citizens Utility Board, the Midwest Energy Efficiency Alliance, the Environmental Law and Policy Center, Sierra Club, and the Center for Neighborhood Technology). A strong network allows the consultant to identify and leverage new opportunities for the aggregation. ICCAN members have long- standing professional relationships with all key regulatory agencies and utilities. Illinois Community Choice Aggregation Network 6 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services Team and The proposed Village aggregation will be one of the larger aggregations in Illinois. Resources Providing the expertise, staffing and management support necessary to successfully complete the consulting engagement led ICCAN to assemble a diverse team of experts. Engagement ICCAN team members have deep experience with municipal aggregation in Illinois; Team & Roles backgrounds in utility regulation, power procurement, education, municipal government, and efficiency technologies; and have established mutual working relationships over multiple projects and initiatives. The proposed consulting team includes: ♦ Mark Pruitt (ICCAN) will serve as the engagement manager for the Village program. Mark's 22 years of experience with retail and wholesale energy procurement, program management, and project development will be applied to the following tasks for the Village: RFP review, vendor review, compliance planning, bid scoring, and risk mitigation. Additionally, Mark is available to assist the Village with the following: public outreach, power purchase agreements for renewable energy, and contract performance monitoring. ♦ Shawn Marshall (LEAN Energy US) will serve as planning manager for the Village program. Shawn's direct experience in creating the Marin Village California Aggregation Program and her service as an elected official will be applied to the following tasks on behalf of the Village: education webinars, plan review, communications content review, and RFP review. Additionally, Shawn is highly qualified to assist the Village with the development or public education and outreach materials, public education campaigns, and alliance formation. ♦ Dr. Mohammed Shahidehpour (The Galvin Center for Electricity Innovation at the Illinois Institute of Technology) will provide technical and administrative support for the program. Dr. Shahidehpour 35 years of experience in electricity markets will be applied to the following tasks on behalf of the Village: statistical analyses, market price monitoring, tariff models, and data processing. The IIT team is also highly qualified to assist the Village with customer enrollment, database development, and community energy benchmarking. Engagement Long-term experience in the electricity sector enables the consultant to better Team understand the aggregation community' needs and make meaningful recommendations Background on how to achieve those goals. Consulting team members should demonstrate exposure to electricity procurement, energy efficiency projects, demand response technologies, public utility policy, and electricity market deregulation. The ICCAN Engagement Team members have broad and deep experience in the electricity sector, including risk management experience. Details of specific electric industry sector experience are further detailed in Attachment A while general experience is noted below: Mark Pruitt, ICCAN. With 22 years of experience in the energy commodity supply and energy efficiency markets, Mark assists organizations with energy planning, project evaluation, procurement processes and contract negotiations. His experience through Illinois Community Choice Aggregation Network 7 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services the electricity deregulation process in Illinois provides him with a long-range perspective on positioning, risk mitigation and opportunity development. Prior to founding ICCAN, Mark served as the first Director of the Illinois Power Agency where he secured electricity supply on behalf of the 4.7 million residential and small commercial ratepayer accounts serviced by Commonwealth Edison and Ameren Illinois. During his tenure, the IPA secured over $1.6 billion in cost savings for utility customers through strategic procurement planning and processes. Mark created one of the largest commercial energy aggregations (natural gas and electricity) for State of Illinois facilities while at the University of Illinois. Prior to his work at U of I, he developed efficiency and power generation projects for federal clients on behalf of Nicer. Mark's experience with local, state, and federal clients provides him with a keen understanding of the challenges facing public sector clients. Dr. Mohammad Shahidehpour,The Robert W. Galvin Center for Electric Innovation at the Illinois Institute of Technology. Dr. Shahidehpour serves as Bodine Distinguished Professor in the Electrical and Computer Engineering Department at Illinois Institute of Technology. He has been a faculty member at IIT for the last 28 years where he received the IIT's Excellence in Teaching Award, as well as the Edison Electric Institute's Power Engineering Educator Award, and the C. Holmes MacDonald Outstanding Young Electrical Engineering Professor Award. At IIT, he has also served as Associate Provost for Research, Dean of the Graduate College, Associate Dean of Engineering for Research and Graduate Studies, and Chair of the ECE department. Dr. Shahidehpour is an expert in power system optimization and control with specific interests in the modeling of microgrids and sustainable energy applications. He is currently the principal investigator of $35 million in research grants on smart grid and sustainable energy. His Perfect Power project will convert the IIT's Main Campus to a smart grid center with a 20% reduction in its base load consumption and 50% reduction in the peak load consumption. As part of his Wind Village he contributes significantly to the next generation of wind turbine technology. He is also the PI for a wind integration project which will investigate the optimal locations in and the impact of large-scale wind integration on the U.S. Eastern Interconnection. Dr. Shahidehpour has supervised 85 visiting faculty members as well as doctoral and master's degree students. He is the co-author of over 320 technical papers and six books on electric power systems planning, operation, and control. He is the 2009 recipient of the honorary doctorate from the Polytechnic University of Bucharest and three best paper awards for his publications in IEEE Transaction on Power Systems. For his contributions to power system research and development, he was awarded the IEEE T. Burke Hayes Faculty Recognition Award and the Sigma Xi Outstanding Senior Faculty Research Award. He is a Fellow of IEEE for his contributions to security-constrained unit commitment algorithms in power system operation and control. Shawn Marshall, LEAN Energy US. Shawn Marshall is a founding Board member and Vice Chair of the Marin Energy Authority (MEA), a joint powers agency that operates California's first community choice aggregation (CCA) program. At full capacity, MEA Illinois Community Choice Aggregation Network g Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services will serve 90,000 customers in Marin Village at competitive rates with a minimum 27% certified renewable energy. The USEPA recently named the Marin Energy Aggregation a top 20 renewable energy purchaser in the US. In addition to her work with Marin Energy Authority, Shawn is co-founder and Executive Director of LEAN Energy US, a non-profit organization that exists to support the expansion of community choice aggregation into new communities and states. To date, LEAN Energy has participated in the drafting of CA State legislation (SB 790) and has provided CCA resource information to several communities in California, New York, Massachusetts and Illinois, where 20 Village recently passed referendums in support of CCA. Shawn serves on the Mill Valley Village Council and was the Village's Mayor in 2008. Shawn is president of the Marin Village Council of Mayors and Council members and serves on the executive committee of the League of California Village North Bay Division, which represents the interests of 31 Village in Sacramento. She holds a B.A. degree from the University of California at Davis. Engagement The table below conveys the financial and staffing levels of ICCAN and the firms that may Team be engaged to support ICCAN's work with the Village: Resources Team Member Year Annual Revenues Employment Category FTE 2009 $0 Administration 0 Research/Project Mgmt 0 2010 $0 Administration 0 ICCAN Research/Project Mgmt 0 2011 $30,000 Administration 0 Research/Project Mgmt 1 2012 $320,000 Administration .5 Research/Project Mgmt 1 Team Member Year Annual Revenues Employment Category FTE 2009 $0 Administration 0 Research/Project Mgmt 0 2010 $0 Administration 0 LEAN Energy US Research/Project Mgmt 0 2011 $255,000 Administration 2 Research/Project Mgmt 2 2012 $355,000 Administration 2.5 Research/Project Mgmt 2 Team Member Year Annual Revenues Employment Category FTE 2009 $3,000,000 Administration 2 Research/Project Mgmt 3 The Robert W. 2010 $3,000,000 Administration 3 Galvin Center for Research/Project Mgmt 4 Electric 2011 $3,000,000 Administration 5 Innovation at IIT Research/Project Mgmt 8 2012 $3,000,000 Administration 5 Research/Project Mgmt 8 Illinois Community Choice Aggregation Network g Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services Conflicts of Municipal Aggregation places the municipality in the position of broker. Selecting a Interest consultant that is free of any business relationships with elected or non-elected.officials, employee or volunteer of the Village will ensure frank advice and defensible decisions. The ICCAN Engagement Team does not maintain business relationships with elected officials, employees or volunteers of the Village. Municipal Aggregation places the consultant in the position of advisor and negotiator on behalf of the Municipality. Selecting a consultant that is free of any personal or business relationships with potential bidders for electricity supply will ensure honest negotiations and defensible contract awards. A potential conflict of interest between the consultant and bidders will undermine the validity of the municipal aggregation process and results. The ICCAN Engagement Team does not maintain business relationships with any registered Alternative Retail Electric Supplier (ARES). ICCAN members have worked on projects that have included the following registered ARES that may bid on the Village supply RFP: Supplier Name Supplier Name AEP Energy, Inc. Glacial Energy of Illinois, Inc. Ambit Northeast, LLC Green Mountain Energy Company Ameren Energy Marketing Company Integrys Energy Services, Inc. Champion Energy, LLC Interstate Gas Supply, Inc. Commerce Energy, Inc. Liberty Power Holdings LLC Consolidated Edison Solutions, Inc. Lower Electric LLC Constellation NewEnergy, Inc. MC Squared Energy Services, LLC Direct Energy Business, LLC NextEra Energy Services Illinois, LLC Dominion Retail, Inc. Noble Americas Energy Solutions LLC Nicor Electric Nordic Energy Services, LLC DTE Energy Supply, Inc. Pepco Energy Services, Inc. Edison Mission Solutions, LLC Reliant Energy Northeast LLC Energy Plus Holdings LLC d/b/a Santanna Energy Services energy.me Midwest LLC Shell Energy North America (US), L.P. Exelon Energy Company Spark Energy, L.P. FirstEnergy Solutions Corp. Verde Energy USA Illinois, LLC GDF SUEZ Energy Resources NA, Inc. Viridian Energy PA LLC The ICCAN Engagement Team reports no annual revenue from retail energy suppliers. ICCAN Team members have excellent professional relationships with the various retail electric supplier organizations (Retail Electric Supply Association, Illinois Competitive Energy Association, and the Illinois Energy Professionals Association). These relationships allow the ICCAN Engagement Team to monitor developments and issues within the vendor community and provide that intelligence to our municipal clients. Illinois Community Choice Aggregation Network 10 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services Draft A Draft Aggregation Plan has been included in Attachment B to this document. While not Aggregation specifically written for the Village, we believe that it can serve as a starting point for Plan discussions concerning how the Village would like to form the aggregation program. Aggregation The ICCAN approach to municipal aggregation is to balance price against risk. Our Approach objective is to secure stable low process for our communities without sacrificing municipal control, consumer rights, and supplier stability. To achieve these goals, we have crafted model Plans of Operations and Governance, Requests for Qualifications, Requests for Proposals, community Agreements that have been used by our clients and non-clients. Additionally, we have used our long-standing professional relationships to work closely with the Illinois Power Agency, the Office of Retail Market Development at the Illinois Commerce Commission, the Illinois Office of the Attorney General, the Citizens Utility Board, and the utilities to establish procedures that facilitate rapid yet comprehensive planning and program implementation. Our process allowed us to negotiate a supply contract for Chicago's 900,000 accounts within one month of the passage of the City's aggregation referendum. The ICCAN approach has led to some of the lowest prices in both the ComEd and Ameren Illinois regions. As presented at the Plug In Illinois website (http://pluginillinois.org/Municipa[AggregationList.aspx), ICCAN highlights the following successful clients with very low prices: ♦ Commonwealth Edison: Lakeshore Power Alliance (Wilmette, Kenilworth, Glenview, and Northfield) at$0.04035/kWh. ♦ Ameren Illinois Utilities: Logan-Lincoln Consortium (Logan County, Lincoln, Mount Pulaski, Emden, Atlanta,Table Grove, Ipava) at$0.03965/kWh. Additionally, the ICCAN approach has led to multiple innovations in the Illinois aggregation market including: ♦ Individual Green Energy. Allowing individual consumers the option of purchasing Renewable Energy Credits for their own accounts instead of committing the entire community to a specific level of renewable energy resource purchases. ♦ Clean Energy. Specifying that supply portfolios that not include coal-based generation. ♦ Reverse Auctions. Structuring the first effective reverse auction events for municipal aggregations that provide competitive pricing and transparency. ♦ Margin Bidding. Selecting suppliers based on the capped fee paid to the supplier to manage aggregation activities. ♦ Associate Membership. Requiring suppliers to provide supply option for commercial accounts that are not automatically enrolled into the program. ♦ No Entrance or Exit Fees. Requiring suppliers to allow residents to exit and join the aggregation program without paying additional fees. Illinois Community Choice Aggregation Network 11 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services Firm The ICCAN Engagement Team is uniquely qualified to meet the range of potential needs Experience for the Village aggregation. By accessing the talents of multiple organizations, ICCAN can provide customized services to each community within the aggregation while still maintaining competitive prices. Large The ICCAN Engagement Team considers the volume and diversity of managed public Procurement sector procurements to be the key elements to establishing sufficiency of experience with Events procurement administration. With over 120 million MWh of load, 45 million Renewable Energy Credits (RECs), and 124,000 MW of demand contracted in the last three years, the ICCAN Engagement Team has demonstrated expertise in administering large scale competitive procurement processes. Recent Procurement Event Managed by ICCAN Engagement Team Members Procurement Event Procurement Volume 2011, ComEd Default Portfolio Electricity 20,820,000 MWh 2011,Ameren Default Portfolio Electricity 12,772,000 MWh 2011,ComEd Default Portfolio Renewables 2,117,054 RECs 2011,Ameren Default Portfolio Renewables 952,145 RECs 2011,Ameren Default Portfolio Capacity 11,380 PRC 2010, ComEd Default Portfolio Electricity 12,407,200 MWh 2010,Ameren Default Portfolio Electricity 10,613,600 MWh 2010, ComEd Default Portfolio Renewables 1,887,014 RECs 2010,Ameren Default Portfolio Renewables 860,860 RECs 2010,Ameren Default Portfolio Capacity 48,750 MW 2010, ComEd Default Portfolio Long-Term Renewables 25,234,500 MWh/RECs 2010,Ameren Default Portfolio Long Term Renewables 12,000,000 MWh/RECs 2009, ComEd Default Portfolio Electricity 16,778,400 MWh 2009,Ameren Default Portfolio Electricity 10,235,200 MWh 2009, ComEd Default Portfolio Renewables 1,564,360 RECs 2009,Ameren Default Portfolio Renewables 720,000 RECs 2009,Ameren Default Portfolio Capacity 64,360 PRC Contract Credit and contract protocols will be core elements of the transaction with direct Negotiations implications for the number or bidders competing for the aggregation's load as well as the and Credit prices offered. Protocols The ICCAN Engagement Team considers the number and value of managed public sector procurements to be the key elements to establishing sufficiency of experience with credit and contract protocols. With over $5.4 billion in electricity contracts negotiated over the past three years, the ICCAN team has demonstrated credit and contract protocol expertise. Details of procurement management experience are further detailed in Attachment A(Staff Biographies), recent experience is noted below: Illinois Community Choice Aggregation Network 12 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services Recent Procurement Event Managed by ICCAN Engagement Team Members Procurement Event Contract Value 2011,ComEd Default Portfolio Electricity $783,848,957 2011,Ameren Default Portfolio Electricity $439,048,273 2011,ComEd Default Portfolio Renewables $2,011,202 2011,Ameren Default Portfolio Renewables $879,440 2011,Ameren Default Portfolio Capacity $209,401 2010,ComEd Default Portfolio Electricity $448,328,172 2010,Ameren Default Portfolio Electricity $343,864,716 2010, ComEd Default Portfolio Renewables $9,205,002 2010,Ameren Default Portfolio Renewables $3,487,276 2010,Ameren Default Portfolio Capacity $11,972,918 2010, ComEd Default Portfolio Long-Term Renewables $1,738,651,247 2010,Ameren Default Portfolio Long Term Renewables $755,932,674 2009, ComEd Default Portfolio Electricity $584,489,440 2009,Ameren Default Portfolio Electricity $236,516,748 2009, ComEd Default Portfolio Renewables $30,148,372 2009,Ameren Default Portfolio Renewables $30,148,372 2009,Ameren Default Portfolio Capacity $80,567,151 ICCAN's experience with municipal aggregation started in 2009 when Mark Pruitt, then serving as the Director of the Illinois Power Agency, assisted state representative Mike Fortner and Illinois senate staff with crafting Public Act 96-0176 which brought electric aggregation to Illinois. Since that time, ICCAN members have assisted dozens of communities both formally and informally in creating and optimizing their municipal aggregations. ICCAN has been honored to provide aggregation consulting services to a wide variety of communities. Ranging from small villages (Ipava, population 468) to large cities (Chicago, population 2,700,000), ICCAN's experience provides a unique perspective on how aggregation provides communities and residents value The following table conveys the communities that ICCAN has and currently serves. Where applicable, we have grouped municipalities into various consortia. Illinois Community Choice Aggregation Network 13 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services Services Provided nn c E tiu c o Group Community a, a c m O a m 0 M a u 3 rr Z N a Arlington Heights Buffalo Grove Lincolnshire Northwest Suburban Consortium Long Grove • • • • • • • Palatine Vernon Hills Wheeling Atlanta Emden Lincoln/Logan Ipava Consortium Lincoln • • • • • • • • Logan County Mount Pulaski Table Grove Glenview Lakeshore Power Kenilworth Alliance Northfield Wilmette Auburn Buffalo Cantral I Dawson Grandview Illiopolis Sangamon County Mechanicsburg Consortium New Berlin Pawnee Pleasant Plains Rochester Spaulding Sangamon Williamsville Individual Chicago' • • • • • • 1 • • Individual Elmwood • • • • 1 • • • • Individual Elmwood Park • i • • • • • • Individual Franklin Park • • • • • • • • Individual La Grange • • • • • 1 • • • Individual Machesney Park • • • • • • • • Individual Orland Hills • • • • • • • • Individual River Forest • • • • • • • • Individual Urbana • • Illinois Community Choice Aggregation Network 14 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services Municipal ICCAN has been engaged by 55 municipalities to assist with aggregation services. ICCAN Aggregation references include the following Illinois communities: References + John Prejzner, Village of Wilmette, 1200 Wilmette Avenue, Wilmette, Illinois 60091, (847) 853-7502 ♦ Mayor Kieth Snyder, 700 Broadway Street, Lincoln, Illinois 62656 (217) 735-1612 ♦ Eric Palm, Village of River Forest, 400 Park Avenue, River Forest, Illinois 600305 (708) 366-3702 In addition to their work with the above references, ICCAN members advocated the original municipal aggregation legislation in Illinois, and have advised legislators and regulators subsequent aggregation statutes and tariffs. Our understanding of the procedures, legislative intent, and structure of the aggregation statute enables us to provide cogent and concise explanations to all sectors of the public. Our professional experience provides perspective on the benefits and applications of aggregation not available through other channels. Engagement The ICCAN Engagement Team anticipates the use of technology to leverage Team communications with aggregation participants. Pending the needs of aggregation Interaction community staff, the ICCAN Team will establish email and text groups to allow group Platforms notifications. Additionally, we will establish a Google Site for the municipality. The Google Site will be a central repository for project documents, communications, and shared calendars. Lastly, in-person meetings will be supplemented (not replaced) with regular conference and Skype calls to track progress. The ICCAN Engagement Team will use the following IT platforms to support aggregation activities: ♦ Communications— ICCAN Engagement Team members will directly interact with the Aggregation members through the following channels: o Personal Meetings o Telephone o Email/Texting ♦ Documents— Draft and final documents for use in the aggregation program will be provided in the following format: o MS Word (or equivalent) o Adobe Acrobat ♦ Presentations—Draft and final presentations will be available in: o MS Powerpoint (or equivalent) o Adobe Acrobat o Windows Media Player ♦ Work Management— Processes will be tracked using: o Google Site ♦ Data—Analysis and data management will be formatted to: o MS Excel (or equivalent) o MS Access Illinois Community Choice Aggregation Network 15 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services Market Price ICCAN monitors wholesale electricity and natural gas market prices (both spot and futures Monitoring markets) on a daily basis. Those daily reads are fed into historical databases where they are analyzed for trends and sensitivities. Projections based on the trend analyses are used to estimate the future costs for the IPA default portfolio, and to establish the timing and extent of benefits available through market-based purchases. The value of this approach is that accurate estimates of the future default rate can be used for value-planning on behalf of the municipality. Value planning in the municipal aggregation process is expressed in the following methods: ♦ In the Pre-Bid Phase: • Determining the customer rate classes that most benefit from aggregation; • Calculating accurate consumer cost savings so consumers can trust the valve of the proposed aggregation; • Communicating the costs and benefits to stakeholders. ♦ In the Bidding Phase: • Evaluating the competitiveness of bids from ARES; • Determining optimal contract length; • Determining optimal period for soliciting bids; ♦ In the post-Contract award phase o Estimating the value of energy efficiency and demand response; o Reporting the cost advantages of the aggregation; o Indicating whether supply contracts should be amended or extended; If selected for this engagement, The ICCAN Team will recommend contract language that establishes clear authorization for Team access to consumer data, and places strict confidentiality requirements on all Team members. The Team will seek access only to that data which is required for specific purposes. Reporting In the current market, general load profiles are used to establish the projected energy Plan needs of residential and small commercial consumers. The load profiles are generalized over hundreds of thousands if not millions of individual accounts and weather normalized; therefore, their utility is somewhat limited. However, historical load data built from the aggregated accounts will enhance modeling, prediction, and negotiating activities. Additionally, as ComEd implements its Smart Meter program, aggregation communities will be able to capture detailed consumption data at the account level. Detailed account data will allow the aggregation to sell demand response resources into the wholesale capacity and day-ahead electricity markets. The ICCAN Engagement Team plans two phases of communications: ♦ Pre-Contract Period. During the planning and formation of the aggregation, the Team will establish and maintain a Google Site for each municipality. The Google Site platform is a secure means to share work products, and improves communications by reducing email trails and multiple"working" copies of Illinois Community Choice Aggregation Network 16 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services documents, spreadsheets, and other materials. Each municipality may have multiple accounts with access to the Google Site for their municipal project. Standard reports to be including on the Sites will be: • Calendar dates for meetings • Copies and status on primary documents (Plan of Governance, RFP, Contract Drafts) • Shared work documents, • Meeting notes and news clippings • Project status and task assignment tracking • A sample website is: https://sites.google.com/site/schaumburgaggregation/ ♦ Post-Contract Period. After a supplier is selected for the Village, ICCAN recommends altering reporting to the following standardized quarterly reports from the supplier to the Team and Municipality include: o Power Mix Reporting. In circumstances when the ARES is required to deliver specified energy supplies (renewable, low carbon, etc.) the ARES will report the source of supplied power and demonstrate that the power was provided in accordance with the terms of the sourcing agreement. o REC Reporting. The ARES will deliver reports that provide competent and reliable evidence to support the fact that purchased properly certified RECS in a sufficient quantity to offset the non-renewable energy provided in the mix and comply with the requirements of the Renewable Portfolio Standard o Aggregation Reports. The ARES will provide the Municipality with quarterly reports showing the number of Members participating in the Aggregation Program and the total cost for energy provided to the Aggregation as compared to the ComEd's default tariff service rates. In addition,the ARES will report its efforts at member education. Vendor Best practices dictate that all potential ARES suppliers be considered and encouraged to Screening participate in the aggregation procurement solicitation. We cast the widest net possible Plan for two reasons: 1) greater competition tends to yield better pricing; and, 2) more bidders generate more innovation and thereby value. While the ICCAN Engagement Team will broadly advertise the aggregation's bidding opportunity, it will also rank potential bidders according to the following filters: ♦ Is the ARES currently authorized to serve as a retail supplier in Illinois? • Validate the ARES license and standing at Illinois Commerce Commission • Validate the ARES is registered as a Load Serving Entity at PJM Illinois Community Choice Aggregation Network 17 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services o Validate ARES Service Agreement for Network Integration Transmission Service under Open Access Transmission Tariff ♦ Is the ARES credit-worthy? • Moody's, Fisk, Standard and Poor's rating • Review of most recent 10K and Qfilings with the Securities and Exchange Commission ♦ Is the ARES capable of supplying aggregation members? o Conduct ratio analysis to establish aggregation sales volume vs. existing sales volumes ♦ Is the ARES capable of supporting the volume of aggregations transactions? o Establish the ARES maintains a functional Electronic Data Interchange network o Review call center and customer service protocols o Review flexibility of in-house billing systems ♦ Does the ARES carry any public perception risks? • Review media reports concerning ARES • Check references and association memberships ♦ What new ideas does the ARES bring to the aggregation and what is their value? • Conduct two-stage selection process • Allow ARES to propose enhancements to the aggregation's RFP specifications in the first stage (qualifications round) of bidding ♦ What is the generation mix that the supplier is able to provide (%coal, %nuclear, % renewable, etc.) Proposal The ICCAN Engagement Team recommends a two-stage Request for Proposals (RFP) Process and process to be used to select an ARES supplier for the aggregation. The first stage of scoring Plan the solicitation establishes a pool of qualified bidder based on their meeting certain minimum service and professional qualifications AND accepting the general contract terms issued by the Village. Minimum scores in each category and in total must be met in order for a bidder to be considered qualified in the first bidding stage. In the second stage of bidding, qualified bidders will be asked to submit binding bids on a separate bid day. This pricing stage can be accomplished by either a sealed bid or reverse auction process. The sealed bid method would require suppliers to submit a single fixed price proposal by a determined date and time, and the Village would select a Supplier on the basis of price. The reverse auction method allows suppliers to sub ec.ceasi.ng_..price b.id on a secure_.w_b_aitEL At the end of the bidding session (the point at which no new lower bids are submitted), the Village selects the lowest rice supp ier o er _._._.. ._._......_....__.__.. ---------- The bidding process will be conducted in accordance with all applicable state and local laws and the normal bidding practices and protocols of the Village. The ICCAN Engagement Team proposes evaluating bids based on categorical scores. Category definitions and relative maximum point values can be defined by the Village. A sample scoring table is provided below: Illinois Community Choice Aggregation Network 18 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services Phase 1 Bidding: Bidders submit general qualifications and agreement to accept the general contract terms and conditions offered by the aggregation. Category Max Points Qualifications of the Bidder (see Supplier Selection above) 200 Quality of the Response to the Aggregation Plan 100 Quality of Marketing Plan and Timeline 100 Experience in supplying and serving aggregations 200 Factors deemed to be in the Municipality's best interest 400 Subtotal 1,000 Phase 2 Bidding: Bidders submit pricing for the aggregations requested volumes and delivery specifications Category Max Points Price-$/MWh of energy supply 400 Subtotal 400 TOTAL 1,400 Phase 1 scores tend to be more subjective, so the ICCAN Engagement Team will provide detailed proposal review notes of all Phase 1 proposals. Phase 2 scores are objective where the lowest bid is awarded the maximum points. Special pricing for non-standard supply products such as renewables should be scored in a similar manner with the Municipality establishing a maximum allowable premium to be paid for such special offers. If bids for the non-standard products come in below the threshold,then they may be considered as alternates by the Village. Engagement Team recommends the Municipality assign contract acceptance authority to a single designee. In doing so, the Team can score Phase 2 bids, finalize a recommendation based on total scores (qualifications plus price). The Village may award a contract to any bidder it determines to be in the best interests of its residents (i.e. opt-out fees, clean energy supply, energy efficiency programs). The Village will not be required to award a contract. The Village retains the absolute right to accept, accept with conditions, or reject any bid. The Village may, but is not required to, select an AIRES to provide an energy power supply for the Aggregation Program according to the terms of a Service Agreement. If the Village does not award a contract as a result of the bid process, the Village will notify the Aggregation Members that their electric_ity will continue to be provided through the ComEd default tariff. Education Statute requires that a minimum of 2 public meetings be held to provide the public with and Outreach the opportunity to learn about, review, and comment upon the initial municipal Plan aggregation program. While not specifically required for subsequent aggregation Illinois Community Choice Aggregation Network 19 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services agreements, ICCAN does recommend that communities do hold the public hearings in order to provide the public with notice of the potential changes in the program. ICCAN agrees to support as many public hearings and meetings as the Village requires. Additionally, the Team will support such meetings by providing public presentations, fact sheets, internet-based materials, draft-emails and mailers, press releases and other outreach-friendly materials as needed by the Village. Further, Team members will be prepared to communicate with the public through the following channels: ♦ Print Media - Informational press releases, interviews and paid ads • Village newsletter and other local press • Newspapers- Chicago Tribune, Chicago Sun Times,The Daily Herald • Chamber of Commerce newsletter ♦ Web and Internet- Informational press releases, interviews and paid ads o Village web site. See the following address for an example of the type of website ICCAN provides for its clients: https://sites.google.com/site/electricityaggregation/home o Electronic newsletters o Blogs and guest columns ♦ Presentations—Speaking engagements at regular meetings of community groups. Examples include (final list to be tailored to meet individual community needs): • Chambers of Commerce, Civic organizations • Public Hearings Project The following is a timeline for any activities needed to complete the aggregation program. Schedule Our process seeks to avoid Market Crowding, Market Timing, and Price Holding premiums associated with other selection processes. Pending specific needs for the Village, ICCAN an alternative approach whereby the Village selects a supplier based on Vendor margin. Vendor margin selection is typically used when communities require higher levels of pricing transparency as opposed to a simple comparison of prices. ♦ June, 2013. Engagement commences. ♦ July, 2013. Plan of Operation and Governance reviewed. Recommended changes (if any)to Plan are identified. Ordinance language (if needed) submitted to Board. ♦ August, 2013. Board action on Ordinance (if necessary). ♦ August, 2013. Phase 1 of electric supplier Request for Proposals issued. Phase 1 seeks to identify vendor that can meet the minimum standards (i.e. ICC customer complaint scorecard, corporate creditworthiness, etc.) set by the Village. ♦ Late August, 2013. Phase 1 electric supplier responses circulated scored, and qualified bidders are identified. ♦ September, 2013. Public hearings (if necessary) and other public outreach to highlight changes to the Plan of Governance. Illinois Community Choice Aggregation Network 20 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services ♦ September - October, 2013. Qualified Bidders submit pricing offers in Phase 2 of the RFP process. Vendor selected. ♦ Early-November, 2013. Data request to utility seeking identifying account information. ♦ Mid-November, 2013. Opt-out letters sent to residents ♦ End-November 2013. Opt-out period ends ♦ December, 2013. Account enrollments begin. ♦ January 2014. Deliveries commence under new contract. Illinois Community Choice Aggregation Network 21 Response to the Village of Oak Brook RFP for Municipal Aggregation Consulting Services Firm ICCAN recommends that a formal contract exist between ICCAN and the Village. Several Engagement Illinois aggregations have proceeded without a contract between the local government(s) and the consultant. In those instances, the consultants have operated as agents of the municipality without a formal charter or oversight. This situation is problematic insofar as those consultants (and municipalities) may have violated 21-11-1 of the Consumer Fraud and Deceptive Practices Act, 815 ILCS 505/2HH by handling customer data without having formal authority. For the scope of services described within this proposal, the ICCAN team proposes the following cost structure for the Village aggregation: 1. A flat fee of fee of $10,000 for work conducted under the scope of services defined by the Village. 2. Fees to be paid to ICCAN by the winning supplier upon successful execution of a supply contract with the Village. All consulting fees are contingent on the Village entering a supply agreement with an alternative retail electric supplier. The Village will have no obligation to pay fees for services rendered if a supply contract is not completed. Additionally, for all services provided by ICCAN to the Village and for any and all matters related to the Village's program, ICCAN will receive only the compensation approved by the Village in its consulting services agreement with ICCAAN, whether from the Village or the approved electricity supplier. ICCAN will be required to affirm in its consulting services agreement with the Village that Respondent will not seek, accept, or receive any compensation from any source other than as approved by the Village and as permitted by law. Further, the above commitment expends to all firms associated with ICCAN as named in this proposal (LEAN Energy, and the Galvin Center for Electricity Innovation). ICCAN maintains no formal or informal agreements with any other businesses or individuals that would allow for the receipt of compensation from any party with either a potential or real interest in the outcome of the Village's aggregation activity. ICCAN does not engage in profit pooling, sharing, or deferred compensation of any kind with any party. Illinois Community Choice Aggregation Network ATTACHMENT A: Staff Biographies MARK J. PRUITT 10 West 35th Street, 16th Floor,Chicago, Illinois 60616 • (219)921-3828 • markjpruitt@gmaii.com ENERGY CONSULTANT More than 20 year track-record in energy project development, commodity procurement, and utility regulation. Strategic negotiator with ability to develop mutually beneficial agreements between stakeholders with conflicting agendas in complex industries. Well-developed management and communication skills with a reputation for credibility and integrity. Thrives in both independent and team work environments. Core Knowledge and Skill Areas ♦Wholesale & retail energy commodity transactions ♦ Strategy development& implementation ♦ Generation &efficiency technologies ♦ Statistical modeling&financial analysis ♦ Alternative project finance structures ♦ Negotiations&settlement fulfillment ♦ Procurement&sourcing processes ♦ Legislative and regulatory processes ♦ Renewable portfolio standards ♦ Program design and roll-out PROFESSIONAL EXPERIENCE PRINCIPAL, ICCAN, Chicago, Illinois October 2011 to Present Consulting group providing energy planning and procurement services to small and mid-sized organizations. Established specialty consulting practice focused on reducing energy costs and price risks for municipalities. Optimizing existing regulations and market structures to reduce costs and increase optionality. Developing new opportunities by repositioning energy commodity operations from a static cost-center to a risk-management tool that protects client interests. Challenge Positioning retail consumers to capture the benefits available in wholesale power markets. Planning ❖ Drafting and implementing energy procurement and asset development plans to secure market value, investment returns,and organizational goals. Strategic ❖ Maximizing benefits of Municipal Aggregation for villages,towns, and counties through Sourcing procurement methods that reduce transaction premiums ❖ Positioning electric consumers to exit the retail electric markets and purchase electricity at the wholesale level Asset ❖ Process evaluation Leveraging •;• Creating partnerships and alliances among existing market participants to foster development of generation, efficiency and demand response products that deliver consumer value. Market ❖ Intervening in Commerce Commission proceedings and state legislation that effect electricity and Monitoring natural gas consumers ❖ Tracking wholesale and retail energy prices ❖ Modeling market price patterns to identify purchasing and selling opportunities DIRECTOR, Illinois Power Agency, Chicago, Illinois April 2008 to October 2011 State agency chartered to reduce and stabilize consumer electricity costs. Recruited to build a new state agency tasked with reversing substantial price increases resulting from electric deregulation. Delivered and gained regulatory approval for statewide electric procurement plans valued at over $5.3 billion in an uncertain environment dominated by influential political and business entities with adversarial relationships (Utilities, Commerce Commission, Attorney General, and Consumer Advocate). Maintained responsibility for planning and oversight of statewide carbon sequestration, renewable portfolio standard compliance, and synthetic natural gas developments. Challenge Satisfy competing policy interests while reducing consumer costs. Fulfill aggressive and expanding mandates during a period of severe resource restrictions. Vision •:+ Guided stakeholders in formulating a new vision and policy direction that successfully Planning repositioned electricity ratepayers in Illinois from a passive to an active portfolio of integrated programs with cost containment,flexibility and stability as primary values. Mission ❖ Delivered $1.6 billion in electricity cost reductions to Illinois consumers. Fulfillment •:+ Introduced procurement planning techniques and adapted solutions to specific market conditions resulting in a balanced portfolio to limited year-over-year price volatility. Change ❖ Articulated clear objectives and plans to legislators, interest groups, and regulators in public Management hearings and private meetings to achieve policy consensus. •:+ Led consistent and fair negotiations that dramatically enhanced success in transaction efforts. Market ❖ Re-established Illinois as a leading marketplace for electricity transactions by generating solutions Positioning to the consumer cost issue without undermining competitive markets. ❖ Led regional developers and utilities to secure $2.6 billion in renewable energy project funding with 20 year power purchase agreements at historically low market rates. ❖ Spearheaded initiatives to support coal gasification projects valued at$10 billion. SENIOR PROGRAM MANAGER University of Illinois Chicago Illinois 2002 - 2008 Energy commodity procurement program for state agencies and municipalities. Selected to restructure operational functions and reverse losses of small commodity procurement program; following successful achievement of immediate objectives, was promoted in 2004 to assume full P&L responsibility for the unit, overseeing marketing, development and roll-out of new services,and administrative functions. Challenge Improve program value for customers while reversing program losses. Bottom Line Ramped program from net loss to profitability, increased book of business from $2 to $65 million, Improvements tripled net program income, and limited administrative costs to 20%total growth. ❖ Secured 25%cost savings for participants while reducing price volatility by 20%. Operations ❖ Restructured procurement events around common credit terms, conditions,and metrics. Improvement ❖ Expanded program from 4 to 39 state agencies and 12 municipalities. and Expansion ❖ Captured new customer base by expanding into deregulated electricity markets. ❖ Selected to lead a comprehensive review of the University's energy operations to evaluate competitiveness of campus power plants and utility cost allocation methods. Team ❖ Toured customer facilities with management team to promote need for change, assure services Development value, and monitor key metrics. ♦144♦ PROJECT DEVELOPER Nicor Energy Solutions. Naperville Illinois 2000- 2002 Regional provider of energy management solutions and services Contributed to team development of projects financed through alternative mechanisms including federal Super Energy Services Performance Contract, Utility Energy Services, and Enhanced Use Leasing. Revenue ❖ Standardized project evaluation and proposal formats to increase bid throughput by 15%. Growth ❖ Coordinated the successful $14 million Phase 2 energy services contract proposal for the US Department of Energy Fermi National Laboratory. New Process ❖ Led integration of third party vendors into project development and cross-marketing sales Design processes; methods developed were replicated for additional partnership initiatives. GENERAL MANAGER, Midwestern Energy Consultants, Maryland Heights, Missouri 1994- 2000 Provider of energy efficiency and security glass coatings. Converted a glazing company operating in the small-scale residential sector to a commercially-oriented glass safety and security provider. Managed budget planning, sales, staffing, contract negotiations,supplier relations, project management and administrative functions. Financial ❖ Increased year-over-year sales revenues by 9-20%on increased margins, countered seasonality in Performance earnings cycle through expanded customer base and integrated scheduling. Market ❖ Redirected marketing focus from residential to commercial and institutional; supported by Positioning customer research, expanded product lines to include security and safety solutions. DISTRIBUTION MANAGER, Midwest Energy Resources, Mundelein, Illinois 1990-1994 Distributor of 3M insulation, glazing and lighting efficiency products. Developed and serviced a network of 3M energy product dealerships in Illinois, Indiana, Iowa, and Missouri. Drafted and evaluated business start-up and expansion plans for dealer network members. Financial ❖ Delivered year over year revenue growth of 8-10% and increased share of market in key primary Performance markets throughout region by guiding dealers into commercial applications. EDUCATION UNIVERSITY OF ILLINOIS, Chicago, Illinois BRADLEY UNIVERSITY, Peoria, Illinois Master of Business Administration Bachelor of Arts EXHIBIT B - INSURANCE REQUIREMENTS Consultant shall maintain for the term of this Agreement, and for a period of twelve months after the services is contracted for hereunder have been completed, insurance policies covering: 1. Workers Compensation and Employers Liability Insurance: Statutory limits = $500,000 per accident. 2. Comprehensive General Liability Insurance: $1,000,000 per occurrence combined single limit. 3. Comprehensive Automobile Liability Insurance: $1,000,000 combined single limit, any auto. 4. Professional Liability Insurance (errors and omissions): $1,000,000 per claim and in aggregate. 5. Umbrella or excess liability: $1,000,000 per occurrence. If CONSULTANT carries Comprehensive General Liability Insurance in an amount of$2,000,000 or greater, this requirement may be waived. 6. Consultant will provide the Village with a certificate of insurance and additional insured endorsement showing the Village added to the General Liability Insurance as an additional insured. 7. Coverage shall not be suspended, voided, canceled, or reduced except after thirty (30) days prior written notice by certified mail has been given to the Village. If a standard Certificate of Insurance form is used with a cancellation clause, the words "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives" will be stricken or crossed out. j:\worddoc\contract\2013 contracts\2013 electric aggregation consulting services.docx 9 ATTACHMENT B: Draft Aggregation Plan Village of Electricity Aggregation Program: Plan of Operation & Governance December_, 2012 TABLE OF CONTENTS I. HISTORY AND PURPOSE OF ELECTRICITY AGGREGATION....................................................... II. DEFINITIONS....................................................................................................................... 111. ROLE OF THE VILLAGE......................................................................................................... IV. ROLE OF THE CONSULTANT................................................................................................ V. SUPPLIER SELECTION........................................................................................................... VI. POWER SUPPLY SERVICE AGREEMENT................................................................................ VII. IMPLEMENTATION PROCEDURES .............................. ......................................................... VIII. ADDITIONAL SERVICE TERMS AND CONDITIONS............................................................... IX. INFORMATION AND COMPLAINT NUMBERS....................................................................... 1. HISTORY AND PURPOSE OF ELECTRICITY AGGREGATION The Illinois Electric Service Customer Choice and Rate Relief Law of 1997 allows consumers served by Commonwealth Edison Company (ComEd) and Ameren Illinois Utilities to purchase electricity supply from certified alternative retail electric suppliers (ARES). When consumers purchase electricity from an ARES, ComEd remains responsible for distributing electricity to them, and is also responsible for maintaining system reliability and safety, and facilitating monthly billing in a non-biased and cost-neutral manner. Industrial and commercial consumers largely adopted the use of the ARES supply option by 2007 while residential consumers did not. As of December 2009, only 185 of the 3.45 million ComEd residential customers were exercising their right to purchase electricity supply from competitive ARES providers. Lack of participation was due to transactional barriers and general unfamiliarity with the methods and potential benefits of the deregulated marketplace. Public Act 96-01761 became effective on January 1, 2010, and sought to remove barriers and reduce consumer risk by allowing local municipalities to serve as intermediaries on behalf of residential and small commercial consumers located within their municipal borders. This authority is termed "electricity aggregation." Electricity aggregation allows local municipalities to negotiate electricity supply and service agreements on behalf of the residential and small commercial retail consumers located within their corporate borders. Several other states have passed similar electricity aggregation legislation, including California, Massachusetts, New Jersey, Ohio, and Rhode Island. To date, over 200 Illinois communities have established electricity aggregation programs to assist their residents with electricity purchasing. Due largely to certain long-term contracts entered into by the Illinois Power Agency in 2007, these municipalities have been able to secure electricity prices lower than those offered by ComEd on behalf of their residents. These municipalities have also been able to contract for better and more consistent consumer protections, and reserve the option to secure special services and supply options that meet the needs and policy objectives of the local community. Pursuant to Section 1-92 of the Act, the Village of (Village) is authorized to aggregate the electric loads of small commercial retail and residential electricity consumers located within its municipal boundaries. As part of the electricity aggregation, the Village may select a retail electric supplier (or suppliers) and may enter into a service agreement (or agreements) to provide for the purchase of electricity and related services and equipment on behalf of its small commercial retail and residential electricity consumers. In accordance with the Act, on June 27, 2012, the Village Council approved Resolution No. R2012-470, authorizing the placement of a referendum on the November 6, 2012 ballot asking whether the Village should be able to establish an opt-out electricity aggregation program for its residential and small commercial retail consumers. Assuming voters approve the referendum, the record of the authorizing votes for the referendum will be included as Attachment A to this Plan of Operations and Governance. 1 Public Act 96-0176 was codified as section 1-92 of the Illinois Power Agency Act(the Act). MODEL PLAN OF OPERATION AND GOVERNANCE 1 i i Prior to the passage of the referendum, the Village retained the services of a consultant to assist with planning and implementing the Village's electricity aggregation program (Program). The consultant's scope of work includes: assisting the Village in preparing the request for qualifications (RFQ) and the bid request from qualified RFQ respondents; advising the Village regarding the selection of the retail electricity supplier (or suppliers); and advising the Village on public outreach and education related to electricity aggregation. The Program will conduct the due diligence, contract negotiation, and competitive bidding to obtain the lowest prices for electricity that individual consumers are unlikely to be able to achieve on their own. As the region's largest municipality, the Village anticipates favorable results with regards to lower price,favorable terms, and the highest levels of customer service. The Village will not resell power through the Program. Rather, the Village will competitively bid and negotiate a Power Supply Agreement with one or more qualified and certified ARES (or ARESs) on behalf of Program participants. As part of its obligations under the Power Supply Agreement, the ARES (or ARESs) will provide electricity supply to residential and small commercial retail accounts enrolled in the Program at rates negotiated by the Village. Also, the ARES (or ARESs) will assist the Village in notifying residential and small business consumers about the Program, and facilitating the enrollment of individual electricity accounts into the Program. The ARES (or ARESs) will also provide ancillary services for Program participants as described in this Plan. The Program will operate on an opt-out basis, whereby all eligible residential and small commercial retail customers of ComEd located within the Village will be automatically enrolled in the Program unless they affirmatively elect to opt out of the Program. The Program will establish procedures by which parties may opt out of the Program to ensure that participation is voluntary, and consumers have the ability to decline to participate without penalty or fees. By operating on an opt out basis, the Village can present a larger and more stable portfolio to potential bidders. As a result, the Village hopes to receive more competitive and favorable offers from interested ARES. As required by law, this Plan of Operations and Governance describes the Village's plan for: 1) Providing universal access to all eligible residential and small commercial retail customers and equitable treatment of applicable residential and small commercial retail customers; 2) Providing demand management and energy efficiency services to each class of customers; and, 3) Meeting any other legal requirements concerning aggregated electric service. The Village conducted a public outreach campaign to educate consumers about the Program, and to gather input regarding their preferences for the development of this Plan of Operations and Governance. Outreach efforts included public meetings, two statutorily-required public hearings, press releases, and discussions with organizations and residents with a background in energy matters. MODEL PLAN OF OPERATION AND GOVERNANCE 2 The Village, the Consultant, and the selected ARES (or ARESs) will follow the Plan of Operations and Governance set forth in this document. Amendments to this Plan of Operations and Governance may be adopted in accordance with the Act at the option of the Village. Any such amendments will be submitted to the Village Council for review and approval. II. DEFINITIONS The following terms shall have the meanings set forth below: "Act" shall refer to the Illinois Power Agency Act, 20 ILCS 3855/1-1 et seq. "Aggregation" shall mean the pooling of residential and small commercial retail electrical loads located within the Village for the purpose of soliciting bids and entering into service agreements to facilitate for those loads the sale and purchase of electricity and related services, all in accordance with Section 1-92 of the Act. "ARES" has the same meaning as that set forth in section 16-102 of the Public Utilities Act. 220 ILCS 5/16-102. "Associate Member" shall mean a commercial retail electric account that is not an Eligible Retail Customer that elects to enter into a supply agreement with an ARES (or ARESs) serving as a supplier (or suppliers) to the Village's Electricity Aggregation Program. An example of an Associate member is an account receiving service from ComEd under the Small Business tariff that consumes more than 15,000 kWh in a year. "Ancillary Services" shall mean the necessary services that must be provided in the generation and delivery of electricity. As defined by the Federal Energy Regulatory Commission, Ancillary Services include: coordination and scheduling services (load following, energy imbalance service, control of transmission congestion); automatic generation control (load frequency control and the economic dispatch of plants); contractual agreements (loss compensation service); and support of system integrity and security (reactive power, or spinning and operating reserves).2 "Bid" shall mean the submission a Qualified Bidder makes in response to the Village's Bid Request. "Bidder" shall mean a respondent to the Village's Bid Request. "Bid Request"shall mean a request to Qualified Bidders to provide pricing proposals. "ComEd"shall mean the Commonwealth Edison Company "Consultant" shall refer to any independent consultant with demonstrated expertise in electric supply contracting who is retained by the Village to assist with the Program. "Default Tariff Service" shall mean the applicable tariffed services provided by the Electric Utility as required by 220 ILCS 5/16-103 at the rates established in ComEd's "Price to Compare" for the applicable rate class, as posted on the ICC website, which includes ComEd's electricity z This is the definition used by the Federal Energy Regulatory Commission. MODEL PLAN OF OPERATION AND GOVERNANCE 3 supply charge plus ComEd's transmission series charge, but does not include ComEd's purchased electricity adjustment. "Delivery Point" shall mean Commonwealth Edison. "Electricity Supply" shall mean the electricity commodity plus necessary capacity, transmission, distribution, and ancillary services provided to Program Members and Associate Members. "Electricity Supply Bid" shall mean the bid process pursuant to which the Village solicits pricing for transactions during the term of the Agreement. "Electricity Supply Price" shall mean the unit price ($/kWh) offered to Members through the Program. "Eligible Retail Customer" shall mean the residential and small commercial retail customers of ComEd located within the Village limits and eligible to participate in the Program as defined in section 1-92 of the Act (20 ILCS 3855/1-92). "Energy Efficiency Services" shall mean those services that would allow Members and Associate Members to more efficiently utilize electricity. "Energy Efficiency Services Agreement" shall mean the contract between the Village and an Energy Efficiency Services Provider. "Energy Efficiency Services Provider" shall mean an entity that provides Energy Efficiency Services to Program Members and Associate Members through an Energy Services Agreement with the Village. "Fixed Price" shall mean a non-variable Full Commodity Price for a specified period. This price includes all costs associated with delivering electricity to the Delivery Point and ComEd's Utility Consolidated Billing and Purchase of Receivables services. "Full Commodity Price" shall mean the all-inclusive unit price ($/metered kWh volume) associated with delivering electricity to the Delivery Point. .. Such costs include, but are not limited to: Energy (the cost of purchasing blocks of peak and off-peak energy, plus any shaping premium, plus any load following premiums), Distribution Losses (energy losses attributable to the distribution system), Ancillary Services (any additional charges from PJM that are not included in the Transmission Service Charge), Capacity (any charges associated with meeting the capacity requirements for delivering energy through PJM), Transmission Service Charge (charges that recover the costs of using the transmission system, including the costs for services necessary for the reliable operation of the transmission system), PJM Auction Revenue Rights (entitlement allocated annually to Firm Transmission Service Customers that entitle the holder to receive an allocation of revenues or charges from the Annual Firm Transmission Rights auction), PJM Marginal Losses (credits that are calculated as total net energy charges plus total net marginal loss charges) Renewable Portfolio Standard (charges associated with fulfilling renewable energy obligations including Alternative Compliance Payments to the ICC), Purchase of Receivables/Utility Consolidated Billing (charges associated with participating in these ComEd billing programs), MODEL PLAN OF OPERATION AND GOVERNANCE 4 "Full Electricity Requirements" shall mean a sale of electricity supplies and services by the supplier in which the seller pledges to meet all of the each Member's requirements, and the Members pledge to buy all of their electricity requirements from the supplier, for the delivery period identified in the RFQ. "ICC" shall mean the Illinois Commerce Commission. "IPA" shall mean the Illinois Power Agency. "kWh" shall mean a kilowatt-hour. "Load" shall mean the electric energy in kWhs required to serve the Members and Associate Members of the Village's Program. "Member" shall mean an Eligible Retail Customer enrolled in the Village's Program. "Opt-Out Notice" shall mean the written notice delivered to each Member by the Village, identifying the procedures and protocols that Members must use to elect to not participate in the Program. "Opt-Out Period" shall mean the 14-day period of time during which an Eligible Retail Customer is informed in writing of the opportunity to not participate in the Program. "PIPP" shall mean a Percentage of Income Payment Plan created by the Emergency Assistance Act, 305 ILCS 20-18, to provide a bill payment assistance program for low-income residential customers. "PJM" shall mean the PJM Interconnection, a regional transmission organization that coordinates the movement of wholesale electricity in all or parts of 13 states and the District of Columbia including the ComEd service territory. "Plan" shall mean this Aggregation Plan of Operations and Governance. "Power Supply Agreement" shall mean the contract between the Village and the winning ARES (or ARESs). "Price to Compare" shall mean the unit price for ComEd electricity supply services for each customer class which is the sum of the electricity supply charge and the transmission services charge as established by ComEd Rider PE (Purchased Electricity) and Rate BES (Basic Electricity Service) or their successor Rates and Riders. "Program" shall mean the program established by the Village to provide residential and small commercial retail Members and Associate Members with retail electric supply as described in this Plan. "Program Database" shall mean the account information utilized by the Village to track Members and Associate Members. "Qualified Bidder" shall mean an entity that is determined by the Village to be qualified to submit a bid for to provide energy supply or services to the Program. "Rate GAP"shall mean ComEd's Government Aggregation Protocols rate. "RECs" shall mean duly certified and verified renewable energy credits. MODEL PLAN OF OPERATION AND GOVERNANCE 5 "Retail Customer Identification Information" shall mean the retail customer information supplied by ComEd to the Village in connection with the implementation of the Program. "RFQ" shall mean request for qualifications. "RFQ Respondent" shall mean an ARES that submits a response to the Village's RFQ. "Small Commercial" shall mean a retail customer with an annual total energy consumption of less than 15,000 kWh. "RPS" shall mean the statutory requirements related to the procurement of renewable energy resources as included in section 16-115D of the Public Utilities Act. 220 ILCS 5/16-115D. "Village"shall mean the Village of Oak Brook, Illinois "Voluntary Enrollment Members" shall mean Eligible Retail Customers that seek to join the Program after a period of not being enrolled in the Program. III. ROLE OF THE CITY A. Legal Compliance. The Village shall be responsible adopting: (1) an ordinance authorizing an Opt-Out Electric Aggregation Program; and (2) the Plan of Operations and Governance. The Village shall be responsible for issuing all required public notices and conducting all required public hearings concerning this Plan, and any amendments thereto, in accordance with Section 1-92 of the Act. 20 ILCS 3855/1-92. B. Consumer Outreach and Education. The Village shall be responsible for coordinating or providing timely and accurate information concerning the Program to Village residents. The Village may engage the services of the Consultant and ARES for assistance in performing this function. C. Identification of Eligible Retail Customers. The Village shall submit initial and ongoing data requests to ComEd seeking the identification of residential and small commercial electric customer account information. The Village may undertake, or assign to the Consultant or ARES, the task of verifying which residential and small commercial consumers are located within the Village's municipal boundaries. If the Village assigns this task to the Consultant or ARES, the Village will make available the resources necessary to complete the task including any or all of the following: property records, water and/or sewer records, fire and/or police department address records, 911 address records, street listings, and maps. D. Confidentiality. The Village will maintain the customer information it receives in a confidential manner as required by section 1-92(c)(2) (20 ILCS 3855/1-92(c)(2)), and will use that information only for purposes of its electricity aggregation. The Village may provide access to the customer information to the Consultant for the purposes of soliciting Electricity Supply and Energy Efficiency Service bids on behalf of the Village for the Program. The Consultant is bound by confidentiality requirements in this regard, and shall only access and utilize consumer data at the direction of the Village. Customer account information will be considered confidential and will not be disclosed under the Freedom of Information Act, except as required by law. MODEL PLAN OF OPERATION AND GOVERNANCE 6 I E. Solicitation Development. The Village, in cooperation with the Consultant, shall develop standardized solicitation documents in accordance with the terms set forth in this document. The Village shall continue to periodically conduct competitive solicitations and enter into Power Supply Agreements so long it is in the best interest of the Village's Eligible Retail Customers. The Village is under no obligation to enter into any Power Supply Agreement with any ARES and may, in its discretion, choose to not pursue electricity aggregation. If the Village were to choose to not pursue electricity aggregation, Village residents would continue to receive service pursuant to ComEd's Default Tariff Service or, if individual residents so choose,to receive service from an ARES. F. Communication Materials. The Village,in cooperation with the Consultant and ARES, shall draft customer notification materials during the switching and Opt-Out Period. The Village shall specify the form and content of such materials, and all communications disseminated by the ARES to residential and small commercial account holders during the opt out process must be approved by the Village. G. Program Cost Reimbursements s. The Village may receive reimbursements from Suppliers to reimburse the Village's expenses associated with establishing and managing the Program, including the statutory responsibility to provide energy efficiency and demand management options for Members. The Suppliers may treat such reimbursement expenses as pass- through expenses that are included in the Fixed Price. H. No Responsibility for Electricity Supply. The Village, as a facilitator of the solicitation process, is not responsible for providing electricity to the Members or Associate Members or for billing or collecting for electricity provided under any Power Supply Agreement, and has no responsibility beyond the duties described herein. I. No Responsibility for Accuracy of Account Data. The Village, Consultant and ARES shall have no responsibility to Members or Associate Members for the accuracy of the customer account information provided by ComEd. J. Associate Member Program. The Village, in cooperation with the Consultant, may develop an Associate Member Program that would provide Program services to ComEd customers located within the Village that are not an Eligible Retail Customer as defined in Section 1-92 of the Act. Associate Members are to receive individual pricing offers from the Supplier, and are not entitled to the Fixed Price provided IV. ROLE OF THE CONSULTANT A. Code of Conduct. The Consultant will comply ,with the code of conduct requirements included in section 16-115C of the Public Utilities Act. 220 ILCS 5/16-115C. B. Duties. The Consultant shall advise and assist the Village with the development and implementation of its Program; including advising staff and elected officials on all aspects of the Program, developing necessary documents, assisting in the solicitation and review of bids received, making recommendations as appropriate, and may be assigned the task of monitor the ARES' compliance with the requirements of the Power Supply Agreement. MODEL PLAN OF OPERATION AND GOVERNANCE 7 C. Required Independence and Disclosures. As required by section 16-115(c) of the Public Utilities Act (220 ILCS 5/16-115C), the Consultant has a fiduciary relationship with the Village and owes the Village the duty of loyalty and independent judgment. The Consultant will be disqualified if it acts as the agent for any ARES. It is the duty of the Consultant to disclose any such relationships to the Village and to terminate its agency for the ARES in the event of such a relationship. Breach of these terms may result in the termination by the Village of the agreement between the Village and the Consultant. D. Fee. The Consultant shall be paid directly by the Village in accordance with an agreement between the Village and the Consultant. The Village may be reimbursed for fees paid to the Consultant by the ARES with whom the Village enters into a Power Supply Agreement. E. Confidentiality. The Consultant shall not have access to any confidential customer account information unless so allowed by the Village. If the Consultant is provided access to confidential customer account information, it will be bound by a confidentiality agreement. In the event the Consultant becomes privy to any confidential customer account information, it agrees not to use that information for any purposes outside the scope of the services provide by this Agreement, and specifically agrees not to use for itself, or to sell, trade, disseminate or otherwise transfer, that information to any other party for any purpose other than in furtherance of this Program. F. Village Assistance. The Consultant shall advise the Village on any changes in laws, rules, tariffs or any other regulatory matter that affects the aggregation during the formation of the Program and may be assigned the task of providing such advice during the term of the Power Supply Agreement. V. SUPPLIER SELECTION A. Competitive Selections. The Village, in cooperation with the Consultant, shall utilize a competitive solicitation process to select single ARES and or single or multiple Energy Efficiency Service Provider(s). The competitive selection process will allow the Village to issue written specifications for the energy supplies and services required by Program Members and Associate Members, distribute those specifications to Qualified Bidders, and review proposals in a manner to secure the best value for Members and Associate Members. The Village will not be required to enter into agreements with any Bidder pursuant to any solicitation. B. Selection Process. The Village may conduct two-phase supplier selection processes. The first phase may be the issuance of an RFQ. The RFQ will be used to identify Qualified Bidders that can participate in the second phase. The second phase of the supplier selection process will be the submission of a bid document to Qualified Bidders. C. Request for Qualifications. For the initial Power Supply Agreement, the Village, in cooperation with the Consultant, shall develop an RFQ that will be issued by the Village's Department of Fleet and Facility Management. Through the RFQ process, the Village will determine Qualified Bidders that meet the criteria specified in the RFQ. If an RFQ MODEL PLAN OF OPERATION AND GOVERNANCE 8 Respondent meets all requirements of the RFQ the RFQ Respondent will be qualified to participate in a future bid process for supply of electricity to program participants. 1. Disclosures. In determining whether RFQ Respondents are responsible and should be qualified, the Village will consider factors that include, but are not limited to, certifications, conflict of interest disclosures, taxpayer identification number, past performance, references, compliance with applicable laws, financial stability, and the perceived ability to perform as specified. RFQ Respondents must have financial resources sufficient, in the opinion of the Village, to ensure performance of the Power Supply Agreement and must provide proof upon request. 2. Enrollments. RFQ Respondents shall describe the manner and time in which the Opt-Out Process will be handled, and the manner in which it communicates with ComEd to enhance Eligible Retail Customer participation in the Aggregation. RFQ Respondents must describe the process for adding new customer accounts to the Aggregation during the term of the Power Supply Agreement. 3. Enrollment Certainty. RFQ Respondents must submit a detailed schedule and task description report identifying the measures to be taken to ensure timely enrollment of Member accounts. RFQ Respondents must identify possible causes for delay in the enrollment process, present options for mitigating delays, and commit to paying damages for delays in the enrollment schedule that are due to the RFQ Respondent's failure to meet agreed-to performance milestones identified in the schedule. Reimbursements will be calculated as the difference between the Fixed Price and the Price to Compare multiplied by the number of kWh billed during each monthly billing cycle that the Member remains on the ComEd Default beyond the targeted enrollment date. 4. PIPP participation. RFQ Respondents shall certify that they can provide energy supply service to PIPP participants in a manner that does not cause PIPP participant to lose the benefits of the PIPP assistance program. 5. Member Services. RFQ Respondents must describe how they will provide membership education, supply Opt-Out Notices, respond to customer inquiries, communicate with the public regarding the Program, and any other ongoing consumer education efforts. 6. Confidentiality. RFQ Respondents must describe the controls they have in place to guarantee the confidentiality of customer account information. 7. Technical Qualification of Proposers. RFQ Respondents must demonstrate that they satisfy each of the following requirements: I. Certifications. RFQ Respondents must document that they possess current and valid certifications and agreements necessary to the delivery of Electricity Supply to the Program: 1. ICC Certification. RFQ Respondents must have a current certificate of serviced authority from the State of Illinois as a certified retail electric MODEL PLAN OF OPERATION AND GOVERNANCE 9 supplier and any and all other licenses or certifications required by the ICC. Bidders must provide proof of their bond posting with the ICC. 2. ComEd Registration. RFQ Respondents must demonstrate their current registration as a retail electric supplier with ComEd. 3. Existing Transmission Agreements. RFQ Respondents must demonstrate their current supply agreement(s) for network integration transmission service under open access transmission tariffs. II. Resources. RFQ Respondents must demonstrate that they possess the resources and systems necessary to serve the Program: 1. Corporate Support and Resources. RFQ Respondents must document the necessary corporate structure and local staff to provide energy power supplies to the Program. 2. Financial Stability. RFQ Respondents must provide documentation of investment-grade corporate debt rating as evidenced by one of the major investment rating agencies. RFQ Respondents that operate as subsidiaries to larger corporate organizations must provide a letter of acknowledgement from the parent firm citing that the parent company supports the financial liabilities and obligations of the Respondent. 3. EDI Systems. RFQ Respondents must demonstrate that they possess an existing electronic data interchange computer network that is fully functional at all times and includes back-up file saving systems, and is capable of handling anticipated Program volumes. 4. Communications Platforms. RFQ Respondents must demonstrate the ability to receive and respond to inquiries from Program participants, including, at minimum: a. Marketing Support. RFQ Respondents must demonstrate that they possess the existing ability to reach Program participants to provide education on the terms of the Program and the Act. Bidders must demonstrate how marketing materials and messages can be provided to Members and Associate Members through,, but not limited to, the following communication portals: regular mail; email distribution lists; websites; social media; and phone contact. b. Toll Free Call Center. RFQ Respondents must demonstrate that they maintain - or will maintain - a toll-free telephone access line which shall be available to Program Members and Associate Members 24 hours a day, seven days a week. The MODEL PLAN OF OPERATION AND GOVERNANCE 10 call center shall be located in the United States. Trained company representatives shall be available to respond to customer telephone inquiries Monday through Friday from 6:00 am CDT to 9:00 pm CDT. Outside of these hours, the access line may be answered by a service or an automated response system, including an answering machine. Inquiries received after required hours shall be responded to by a trained company representative on the next business day. Under normal operating conditions, telephone answer times by a customer representative, including wait time, shall not exceed 30 seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed 30 seconds. c. Program Website. RFQ Respondents must demonstrate that they maintain — or will maintain - a dedicated website for the Members and Associate Members. The website shall provide basic information concerning the Program and shall facilitate customer inquiries by providing a platform for the submission of questions. The website shall allow for opt outs during the Opt-Out Period and for enrollments after the Opt-Out Period. Responses to inquiries submitted through the website platform shall be made within 24 hours. d. Multiple Languages. RFQ Respondents must demonstrate the ability to provide customer service for Members requiring non-English verbal and written assistance. e. Hearing Impaired Services. RFQ Respondents must demonstrate the ability to provide customer service for hearing-impaired Members. f. Data Services. The Supplier will provide Members with access to their account's historical electricity consumption and costs; information concerning the opportunities and advantages for energy efficiency and distributed generation; and analytical tools to aid in establishing more efficient use of electricity. Ill. Policy Commitments. RFQ Respondents must certify that they will comply with policy commitments deemed as priorities by the Village. At a minimum, RFQ Respondents shall commit to the following: 1. Minority- and Woman-Owned Business Participation. RFQ Respondents must demonstrate minimum participation levels for minority- and women-owned businesses in the fulfillment of Program MODEL PLAN OF OPERATION AND GOVERNANCE 11 requirements. The Village will establish the goals that RFQ Respondents must meet. 2. Compliance with the Law. RFQ Respondents must commit to comply with all applicable laws and regulations of the State of Illinois and the Village of 3. Bilateral Contracts. RFQ Respondents must certify that it will (i) facilitate existing and future bilateral contracts with entities specified by the Village for Electricity Supply and services; and (ii) treat such bilateral contracts as pass-through expenses without additional markup beyond the terms allowed in the Agreement to the Members and the Associate Members. 8. RFQ Response Evaluation. The Village, in cooperation with the Consultant, will evaluate RFQ Responses using the following criteria: 1. Technical qualifications. II. Quality of the response to the solicitation. 111. Quality of the communications plan and timeline. IV. Experience in the ComEd service region. V. Ability to enroll customers into the Program pursuant to an established schedule. VI. Any other factors deemed to be in the Village's best interest. 9. Single or Multiple ARES. In the event the Village determines that multiple ARES should be engaged as suppliers to the Program, the Village will establish a method for fairly distributing Member accounts among the multiple ARES. D. Electricity Supply Bids. The Village, in cooperation with the Consultant, shall develop bid documents that will be distributed to Qualified Bidders. The solicitation documents will request bids for Electricity Supply. The Village shall receive and evaluate bids and may enter into Power Supply Agreement with either a single or multiple ARES. The Village shall be under no obligation to enter into any Agreement with any ARES and may, at its discretion, choose to reject all bids or to conduct a new solicitation to provide Electricity Supply under the same or amended terms of this Plan. 1. Contents of the Bids. The solicitations issued by the Village on behalf of Members and Associate Members shall include at least the following contents: I. Term of Agreement. Bidders may specify the term period for their proposal. However, the Village shall have the discretion to establish the term and period of any agreement based on a determination of the best interests of Members and Associate Members. II. Power Mix. The Village may seek the cleanest and most efficient power mix possible without increasing cost. The power content of MODEL PLAN OF OPERATION AND GOVERNANCE 12 the electricity to be supplied to the Program will be negotiated between the Supplier and the Village and will be known prior to delivery of the power supply. In addition, the Village may require Bidders to identify the generation resources from which they plan to supply Program Members and Associate Members. The Village may limit or prohibit electricity procured from certain generation types. III. Rates. One of the Village's objectives in soliciting bids is to provide Members and Associate Members with delivered electricity prices that are less than the Price to Compare. As such, Bidders must commit to a rate that is below the Price to Compare during the entire term of the Agreement. In the event the Price to Compare is less than the Supplier's rate,then the Supplier will have the option of: 1. Reducing the Agreement Fixed Price to a rate at least equal to or below the Price to Compare; or 2. Transferring Program accounts to Default Tariff Service at the discretion of the City; or, 3. Transferring Program accounts to another ARES (or ARESs) selected by the Village. Additionally, any pass-through costs such as administrative reimbursements to the Village, program costs, and assigned or bilateral agreements as defined in the program operations plan shall be disregarded for purposes of comparing the Fixed Price and the Price to Compare. VI. POWER SUPPLY SERVICE AGREEMENT The Village, at its option, will execute a Power Supply Agreement with one or multiple selected ARES. A. Term. The Village shall have the discretion to set the length of any Agreement term. During the term of any Agreement or the term of any Agreement extension or renewal, the Consultant will notify the Village of changes in the rules or actions of the ICC and IPA that require changes in rates or service conditions. B. Rate. The Agreement shall specify the approved rates and the power mix for the Program, and shall specify additional fees (if any). The Agreement shall also specify any monies that are to be remitted to the Village (1) to reimburse the Village for the for the costs associated with the development and management of the Program and/or (2) to support energy- related initiatives (such as renewable energy and energy efficiency initiatives) that the Village seeks to develop for the benefit of Village residents. MODEL PLAN OF OPERATION AND GOVERNANCE 13 I C. Participation. The Village may, at its discretion, enter an Agreement with one or multiple ARES to provide terms, prices, and specific service requirements for the Program. The Program will be comprised of Program Members and may include Associate Members. D. Scope. The Village may, at its discretion, elect to secure Energy Efficiency Services as well as Energy Supply through the Power Supply Agreement. E. Electricity Supply. The ARES shall supply the Full Electricity Requirements for the Program Members in accordance with the provisions as noted below: 1. Supply of Power. The Village reserves the right to require the ARES to specify the power source content for the electricity it secures for Program needs. Additionally, the Village reserves the right to specify that certain bilateral electricity supply arrangements be incorporated into the supply portfolio that supports the Program. The pricing for such bilateral contracts will be facilitated by the ARES as pass- through expenses without additional markup beyond the terms allowed in the Agreement. 2. Supply of Capacity. The Village reserves the right to require the ARES to specify the sources for the capacity it secures for Program needs. Additionally, the Village reserves the right to specify that certain bilateral capacity arrangements be incorporated into the supply portfolio that supports the Program. The pricing for such bilateral contracts will be facilitated by the ARES as pass-through expenses without additional markup beyond the terms allowed in the Agreement. 3. Supply of Transmission Services. The ARES shall arrange for such transmission services that are required to deliver electricity to the Delivery Point on behalf of the Members and Associate Members. 4. Renewable Portfolio Standard. The selected ARES are required, at a minimum, to comply with the Illinois RPS. The Village reserves the right to require that the selected ARES procure renewable resources that exceed the current renewable energy resource requirements of the RPS. F. Compliance with Requirements in the Energy Supply Bid. The Power Supply Agreement shall require the ARES to maintain all required qualifications and certifications and to provide all services required pursuant to the Power Supply Services Bid. G. Compliance with the Plan. The Power Supply Agreement shall provide all services required under this Agreement in accordance and compliance with the Plan of Operations and Governance adopted by the Village, provided that if there is any discrepancy between (a) the Plan of Operations and Governance, and (b) this Agreement, the terms of this Agreement shall prevail." Specifically, and without limitation of the foregoing, the ARES shall provide the Village with such reports and information as required in this Plan. H. Non-Competition. The Power Supply Agreement shall require that the selected Supplier not utilize data provided to the Supplier for the purposes of managing the Program to market electricity supply offers to eligible retail customers located within the Village. MODEL PLAN OF OPERATION AND GOVERNANCE 14 1. Equal Treatment. The Power Supply Agreement shall require the ARES to provide equal Program access and not deny service to any Eligible Retail Customer. The ARES shall not change rates for and Program Member or Associate Member unless such rate changes are provided for in the Agreement. J. Hold Harmless. The Power Supply Agreement shall require the ARES to agree to defend, indemnify and hold harmless the Village, its officers, employees, agents, and attorneys, from and against any injuries, claims, demands,judgments, damages, losses and expenses, including reasonable attorney's fees and costs of suit or defense, directly resulting from the Supplier's provision of the Services to the Village, except to the extent caused by the negligence of the Village. This duty shall survive for all claims made or actions filed within one year following either the expiration or earlier termination of this Agreement. The Village shall give the Supplier timely written notice of its obligation to indemnify and defend the Village after the Village's receipt of a claim or action pursuant to this Section. For purposes of this Section, the word "timely" shall mean within a time period that does not cause prejudice to the respective positions of the Supplier and/or the Village. Nothing herein shall be construed to limit the Supplier's duty to indemnify the Village by reference to the limits of insurance coverage described in this Agreement. K. Insurance. The Power Supply Agreement shall require the ARES to obtain and maintain, for the duration of the Power Supply Agreement, such proof of insurance as the Village deems necessary. L. Additional Services. The Power Supply Agreement may provide that the ARES assist the Village in developing a Member education plan. The Power Supply Agreement may provide that the ARES assist the Village in developing energy efficiency and/or demand response programs. The Power Supply Agreement will not preclude the Village from developing its own Member education plan, energy efficiency, and/or demand response programs. M. Fees and Charges. The Power Supply Agreement shall establish the following limits on fees and charges: 1. The ARES shall not impose any terms, conditions,fees, or charges on any Member or Associate Member served by the Program unless the particular term, condition, fee, or charge, or the possibility of a change in the same, is clearly disclosed to the Member or Associate Member at the time the Member or Associate enrolls in, or chooses not to opt out of,the Program. 2. ComEd will continue to bill Members and Associate Members for late payments, delivery charges, monthly service fees, taxes, etc. These charges will remain the obligation of the Member or Associate ,Member in the event they leave the Program. 3. Termination, enrollment, and switching fees shall not be charged except as permitted by this Plan. N. Costs. The Power Supply Agreement may require that all costs of Program development and administration may be paid by the ARES. MODEL PLAN OF OPERATION AND GOVERNANCE 15 O. Termination of Service. The Power Supply Agreement shall establish the following requirements concerning termination of service from the ARES to the Program: 1. End of Term. The Power Supply Agreement with the ARES will terminate upon the expiration date in the contract. In the event that a renewal with the ARES, or new Power Supply Agreement with another ARES has not been executed, the ARES will, at the option of the Village, either (i) return all Program Members and Associate Members to the ComEd Default Tariff Rate, or, (ii) continue to provide service to Members and Associate Members. I. If the Village determines to allow the ARES to continue supplying Members and Associate Members on a month-to-month basis, the ARES will provide such service at a rate based on fair market value of electricity that is below the Price to Compare. II. If the ARES cannot provide Electricity Supply at a rate below the Price to Compare, the ARES may, (i) return Members and Associate Members to the ComEd Default Tariff Rate provided it gives the Village thirty (30) days' notice, or (ii) at the direction of the Village, facilitate the transfer of the Members' and Associate Members' accounts to another ARES selected by the Village. 111. If the Village determines to allow the ARES to continue supplying Members and Associate Members on a month-to-month basis, the ARES will continue under such an arrangement until the Village provides it with 30 day written notice to discontinue providing service. 2. Early Termination. The Village will have the right to terminate the Power Supply Service Agreement prior to the expiration of the term in the event an ARES commits any act of default. Acts of default include but are not limited to the following: I. Breach of confidentiality regarding Member or Associate Member customer account information; II. The disqualification of the ARES to perform the services due to the lapse or revocation of any required license or certification identified as a qualification in the RFQ or Bid processes; III. ComEd's termination of its relationship with the ARES; IV. Any act or omission which constitutes deception by affirmative statement or practice, or by omission, fraud, misrepresentation, or a bad faith practice; V. Billing in excess of the approved rates and charges; VI. Billing or attempting to collect any charge other than the approved kWh rates and contractually approved charges; or MODEL PLAN OF OPERATION AND GOVERNANCE 16 VI1. Failure to perform at a minimum level of customer service required by the Village. Upon termination for any reason, the ARES shall, at the direction of the Village, either (i) return Members and Associate Members to the ComEd Default Tariff Rate, or (ii) facilitate the transfer the Members' and Associate Members accounts to another ARES selected by the Village. Upon termination of a Power Services Supply Agreement, each affected Member and Associate Member will receive written notification from the Village notifying them of the termination and the alternative supply arrangements the Village has arranged. VII. IMPLEMENTATION PROCEDURES A. Development of Program Database. Pursuant to ICC regulations, the Village has and will periodically submit a municipal authority data request form (or its successor form) to ComEd, requesting that ComEd provide the Village the aggregated customer usage data and customer names and mailing addresses. Pursuant to ComEd's Rate GAP, ComEd will provide the Village with the requested information within 10 business days after receiving the request in accordance with those adopted protocols. The Village may utilize the assistance of the Consultant to remove any consumers determined to be ineligible due to one or more of the following: 1. The consumer is not located within the Village limits; 2. The consumer has a pre-existing agreement with another ARES and has not delivered to the Village a request to switch to the Program; 3. The consumer has free ComEd service; 4. The consumer is receiving service from ComEd on Rate BESH (Basic Energy Service Hourly Pricing; 5. The consumer is receiving service from ComEd on a rate that offers a price lower than the Program's Electricity Supply Price; 6. The consumer is on a ComEd bundled hold status. The information for the consumers identified as Eligible Retail Customers will serve as the basis for the Program Database. The Program Database and the retail customer identification information will remain the property of the Village. The Village may assign maintenance of the Program Database to the ARES which shall comply with the confidentiality and non-compete provisions in the'Power Supply Agreement. After the retail customer identification information is reviewed, the Village may itself, or elect to assign to the ARES, mail an initial Opt-Out Notice described below to all Eligible Retail Customers. Eligible Retail Customers that request to Opt-Out of the Program will be identified in the Program Database. MODEL PLAN OF OPERATION AND GOVERNANCE 17 B. Maintenance of Accurate and Secure Customer Records. The Village may assign the ARES the responsibility to maintain the Program Database which will contain customer account information. Customer account information will include each account's retail customer identification information, the ComEd account number, the ARES account number, applicable rate code, applicable rider code, billed usage, and demand history. The database will be updated on an ongoing basis. The Village and ARES shall preserve the confidentiality of all Members' and Associate Members' account information and of the database, and shall agree to adopt and follow protocols to preserve that confidentiality: 1. The ARES, as a material condition of the Agreement, shall not disclose, use, sell or provide Members' or Associate Members' account information to any person, firm or entity for any purpose outside the operation of the Program. This provision will survive the termination of the agreement. 2. The Village and ARES, upon receiving customer account information from ComEd, shall be subject to the limitations on the disclosure of that information described in Section 2HH of the Consumer Fraud and Deceptive Practices Act. 815 ILCS 505/2HH. 3. The ARES shall keep Customer account information for a minimum of two years following the termination of the Service Agreement. 4. The ARES shall provide the Village with access to the Program Database as well as standard and customized reports upon request. C. Opt-Out Process. The Village's Program is an opt-out program pursuant to section 1-92 of the Act. 20 ILCS 3855/1-92. Any Eligible Retail Customer who opts out of the Program pursuant to the procedures stated below will remain on the ComEd Default Tariff Service unless and until the accountholder chooses another ARES or decides to join the Program. 1. Manner of Providing Notices and Information. The Village will mail to each Eligible Retail Customer a written Opt-Out Notice to the address provided in ComEd's response to the Village's request for Retail Customer Identification Information. The Opt-Out Notice will be printed on Village Stationary, and sent in an envelope complete with a Village return address and seal. The Village may elect to assign the management and payment for the Opt-Out Notice process to the winning ARES, the Consultant, or another entity. 2. Content of Notice. The Village will establish the format and contents of the Opt-Out Notice prior to distribution or mailing. The Opt-Out Notice will inform the Eligible Retail Customer of the existence of the electricity aggregation Program, the identity of the ARES selected to provide supply services to their account, the rates to be charged by the winning ARES, the comparable rates charged by ComEd, the percentage savings represented by the winning ARES offer, and the terms and conditions of the winning ARES' agreement(s). The Opt-Out Notice will inform PIPP customers that they may participate in the Program and not lose PIPP eligibility by participating in the Program. The Opt-Out MODEL PLAN OF OPERATION AND GOVERNANCE 18 Notice will inform recipients that have existing supply contracts with other ARES that they may join the Program at their own option. The Opt-Out Notice will specify the methods for exercising the opt-out option including a postage-prepaid Opt-Out card that will be attached to the Opt-Out Notice. Additional means of providing opt-out notification to the Village such as a toll-free number, website, smart device quick response code, email address or fax number may be included in the Opt-Out Notice. The Opt-Out Notice shall indicate that it is from the Village, and include the Village's name and seal on the envelope. The Opt-Out Notice shall be signed by a representative of the Village. 3. Opt-Out Period. Eligible Retail Customers shall have 14 calendar days from the postmark date on the Opt-Out Notice to notify the Village of their intention to opt out of the Village's Program. The time to respond shall be calculated based on the postmark date of the notice to the customer and the postmark date of the customer's response. Upon notification of intent to opt out of the Program, the account will be removed from the Program Database. After the expiration of the Opt-Out Period, the Member list shall become final. All Eligible Retail Customers who have not provided notice of intent to opt out of the Program will be automatically enrolled as Members in the Program. Eligible Retail Customers will not have to take any steps to be included in the Program. In the event that an Eligible Retail Customer has inadvertently not sent an Opt-Out Notice, or omitted from the Program, the Village and the winning ARES will work with the Eligible Retail Customer to ensure that their decision to remain in or opt out of the Program is properly recorded and implemented by the ARES. 4. Data Request to ComEd. After the Opt-Out Notice period has expired, the Village shall submit a Municipal Authority Data Request Form (or its successor Form) to ComEd, requesting that ComEd provide the Village with the account numbers for Program Members. Pursuant to Rate GAP, ComEd will respond to the request within the ten (10) days. S. Notification to ComEd. The winning ARES shall correlate each Member with their applicable ComEd account numbers. The winning ARES shall submit to ComEd the account numbers for each Member to be enrolled into the Program and the rate to be charged to those Members pursuant to the Power Supply Agreement. The winning ARES shall provide the account enrollment information in the format required by ComEd. 6. ComEd Communication with Customers. ComEd will then notify Members that they have been switched to the Program's winning ARES and provide the Member with the name and contact information of the winning ARES. Members will have the option to rescind their participation in the Program according to procedures established by ComEd. MODEL PLAN OF OPERATION AND GOVERNANCE 19 I D. Activation of Service. Upon notification to ComEd, the winning ARES will begin to provide electric power supply to the Members of the Program. The service will begin on the Member's normal meter read date within a month when power deliveries begin under the Program. Members will continue to receive their monthly billing statements from ComEd. Members will continue to issue their monthly payments to ComEd. E. Subsequent Member Enrollments and Deletions. The winning ARES shall establish procedures and protocols to work with ComEd on an ongoing basis to add, delete, or change any Member's status with the Program. After the initial Opt-Out period, Eligible Retail Customers can join the Program under the following mechanisms: 1. New Account Holders. The winning ARES shall facilitate the addition of new Member accounts to the Aggregation Program during the term of the Power Supply Agreement. The Village will periodically submit a request to ComEd for aggregated customer usage data and the names and mailing addresses for Eligible Retail Customers. The Village, with the assistance of the winning ARES and the Consultant, shall compare the new aggregated customer usage data and customer names and mailing addresses against the Program Database to identify new Eligible Retail Customers. The Village and the winning ARES will follow the Opt-Out Notice Process identified in Section VII(C) above to notify the new Eligible Retail Customers of the Program and allow them an opportunity to opt out of the Program. New Eligible Retail Customers who do not opt out of the Program will be enrolled into the Program. All new accounts shall be entitled to the rates set forth in the Power Supply Agreement. All new accounts shall be entitled to join the Program without any enrollment fee or charge. 2. Voluntary Enrollment. Eligible Retail Customers who chose to opt out of the Program during either the Initial Opt-Out Period or ay any subsequent time shall be allowed to join the Program at any time. These Eligible Retail Customers can enroll in the Program by contacting the winning ARES and completing an enrollment application. All Voluntary Enrollment Members shall be entitled to the rates set forth in the Power Supply Agreement. Once Voluntary Enrollment Members have completed the steps necessary to join the Program, they shall be considered Members. All new accounts shall be entitled to join the Program without any enrollment fee or charge. 3. Change of Address. Members who move from one location to another within the corporate limits of the Village may enroll their new accounts into the Program through either of the processes identified in Sections VII(E)(1) or VII(E)(2) of this Plan. All change of address accounts shall be entitled to join the Program without any enrollment fee or charge. 4. Opt-Out. Members are entitled to opt-out or otherwise exit the Program without any fee, penalty, or charge. MODEL PLAN OF OPERATION AND GOVERNANCE 20 F. Member Services. At minimum, the winning ARES shall provide the following services for the Program. Additional services from the winning ARES or other service providers may be required by the Village in the future. 1. Program Management and Documentation. The winning ARES shall have a standard operating procedures manual that governs the activities and responsibilities of the winning ARES staff assigned to the Village's Program. At minimum, the winning ARES shall have in place protocols and procedures that address member education, Opt-Out Notification, member inquiries, database management, reporting, and new account enrollment. 2. Member Interaction. The winning ARES shall be responsive to the Village's, Members', and Associate Members' inquiries about the Program. I. Receiving Inquires. The winning ARES shall maintain at least the following options for receiving and responding to Member and Associate Member Inquiries. 1. Telephone Inquiries. The winning ARES shall maintain a local or toll- free telephone access line which will be available to Members and Associate Members 24 hours a day, seven days a week. Trained company representatives will be available to respond to customer telephone inquiries during normal business hours. After normal business hours, the access line may be answered by a service or an automated response system, including an answering machine. Inquiries received after normal business hours must be responded to by a trained company representative on the next business day. Under normal operating conditions, telephone answer times by a customer representative, including wait time, shall not exceed 30 seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed 30 seconds. These standards shall be met no less than 90 percent of the time under normal operating conditions, measured on a quarterly basis. 2. Internet and Email. The winning ARES shall establish and maintain a website for Members and Associate Members. The website shall provide basic information concerning the Program and will facilitate Member and Associate Member inquiries by email and or text. Responses to inquiries submitted through the website must be made by the next business day. 3. Bilingual Services. The winning ARES shall provide customer service for Members and Associate Members requiring non-English verbal and written assistance. 4. Hearing Impaired. The winning ARES must provide customer service for hearing impaired and hard of hearing Members and Associate Members. MODEL PLAN OF OPERATION AND GOVERNANCE 21 i II. Responding to Inquiries. The winning ARES shall provide Members and Associate Members with the most accurate and actionable responses. 1. Procedures for Handling Members' and Associate Members' Reliability Issues. Inquiries or concerns regarding electricity service reliability shall be directed to ComEd. 2. Procedures for Handling Members' and Associate Members' Billing and Enrollment Issues. Inquiries or concerns regarding billing issues shall be directed to the entity with primary responsibility for the billing issue in question. a. Non-receipt of monthly bill. Member and Associate Member inquiries or concerns regarding the issuance and receipt of monthly bills shall be directed to ComEd. b. Bill Payment Issues. Member and Associate Member inquiries or concerns regarding the status of outstanding payment balances and past due issues shall be directed to ComEd. c. Distribution Charges or Taxes and Fees portions of the monthly bill. Member and Associate Member inquiries or concerns regarding the accuracy of the distribution charges or taxes and fees portions of the monthly bill shall be directed to ComEd. d. Electricity Supply Services or Program price portion of the monthly bill. Member and Associate Members inquiries concerning the electricity supply services or Program price portion of the monthly bill shall be directed to the winning ARES. e. Program Enrollment. Eligible Retail Customer, Member, and Associate Member inquiries concerning the Program enrollment shall be directed to the ARES. III. Procedures for Handling Disputes. The winning ARES will have direct contractual obligations with each Member and Associate Member. Disputes between the winning ARES and Members and Associate Members shall be resolved at the earliest opportunity. Consistent with regulatory practice, any unresolved disputes should be directed to the ICC. The nature and extent of disputes between Members and Associate Members and the winning ARES may serve as the basis for termination of the Agreement with the winning ARES consistent with the provisions of Section VI(N)(2) of this Plan. MODEL PLAN OF OPERATION AND GOVERNANCE 22 IV. Updates and Disclosures. The winning ARES shall provide the Program Members and Associate Members with updates and disclosures mandated by the ICC, the IPA or the Village. V. Online Account Data. The Village may require the winning ARES to provide Members and Associate Members with access to their individual customer account data and energy-related information (historical consumption, costs, comparisons with regional norms, energy efficiency and distributed energy program options, etc.) for the purposes of providing Members and Associate Member with the ability to better control energy consumption and costs. G. Billing and Fees. Billing procedures and the applications of fees shall follow the following guidelines and requirements. 1. Billing Method. The winning ARES will utilize the utility consolidated billing/purchase of receivables (UCB/POR) billing method. Under this method, ComEd shall prepare the bill for both ComEd's electric delivery charges and the winning ARES electric supply charges and mail one bill to the customer. ComEd shall purchase the electric supply charges from the ARES on the bill due date and treat those receivables as its own for credit purposes. ComEd shall retain the ability to disconnect for customer non-payment of the winning ARES electric supply charges. 2. Collection and credit procedures. Responsibility for collections and credit issue remain the responsibility of the ComEd and the individual Members and Associate Members. Members and Associate Members are required to remit and comply with the payment terms of ComEd. The Village will not be responsible for late payment or non-payment of any Member or Associate Member accounts. Neither the Village nor the winning ARES shall have separate credit or deposit policies for Members or Associate Members. The Village shall require the winning ARES to utilize the ComEd purchase of receivables option for retail suppliers. 3. Early Termination Fee. Members and Associate Members may terminate service from the winning ARES without penalty for any reason at any time without fee or penalty. 4. Enrollment Fee. Eligible Retail Customers may join the Program at any time without fee or penalty. 5. Switching Fee. Members and Associate Members changing residency within the Village will not be assessed early termination or enrollment fees. H. Reliability of Power Supply. The Program will not affect the reliability of electricity service for Members and Associate Members. ComEd will continue to deliver power through their transmission and distribution systems. Responsibility for maintaining system reliability will remain with ComEd. If Members or Associate Members have service reliability problems, they should contact ComEd for repairs. The ICC has established "Minimum Reliability Standards" for all utilities operating distribution systems in Illinois. Member and Associate MODEL PLAN OF OPERATION AND GOVERNANCE 23 Member outages, duration of outages, interruptions, etc., are monitored to ensure reliability remains at ICC-approved levels. In addition to maintaining the "wires" system, ComEd is required to be the "provider of last resort." This means that if the winning ARES fails for any reason to deliver any or all of the electricity needed to serve the Members' or Associate Members' needs, ComEd will immediately provide for the shortfall. ComEd would then bill the winning ARES for the power provided on its behalf. In such a situation, the Members and Associate Members shall incur no additional cost. VIII. ADDITIONAL SERVICE TERMS AND CONDITIONS A. Reporting. The winning ARES will provide to the Village and to the Consultant the following reports: 1. Power Mix Reporting. The winning ARES shall deliver quarterly reports to the Village and the Consultant which demonstrate that: (a) it generated or purchased electricity with the claimed attributes in amounts sufficient to match actual consumption by the City; (b) the electricity was supplied to the interconnected grid serving the Village. The report will show the source of the power and demonstrate that the power was provided in accordance with the RPS and the federal Clean Air Act regulations and permits. If required by the Village, the report will also demonstrate that the generation resource mix meets the requirements set forth by the Village in the Power Supply Agreement. 2. REC Reporting. The ARES shall deliver reports that provide competent and reliable evidence to establish that it purchased properly certified RECS in a sufficient quantity to offset the non-renewable energy provided in the mix. 3. Aggregation Reports. The ARES shall provide the Village with quarterly reports showing the number of Members and Associate Members participating in the Aggregation Program and the total cost for energy provided to the Program Members and Associate Members as compared to the ComEd Default Tariff rate. B. Limitation of Liability. The Village shall not be liable to Eligible Retail Customers, Members, or Associate Members for any claims, however styled, arising out of the Program or out of any Village act or omission in facilitating the electricity aggregation Program. IX. INFORMATION AND COMPLAINT NUMBERS Copies of this Plan will be available from the Village free of charge at www.village of.org/electricityaggregation. Any electric customer, including any participant in the Village's Program, may contact the Illinois Commerce Commission for information, or to make a complaint against the ARES or ComEd. The ICC may be reached at 217-782-5793 MODEL PLAN OF OPERATION AND GOVERNANCE 24 i i f EXHIBIT B - INSURANCE REQUIREMENTS Consultant shall maintain for the term of this Agreement, and for a period of twelve months after the services is contracted for hereunder have been completed, insurance policies covering: 1. Workers Compensation and Employers Liability Insurance: Statutory limits = $500,000 per accident. 2. Comprehensive General Liability Insurance: $1,000,000 per occurrence combined single limit. 3. Comprehensive Automobile Liability Insurance: $1,000,000 combined single limit, any auto. 4. Professional Liability Insurance (errors and omissions): $1,000,000 per claim and in aggregate. 5. Umbrella or excess liability: $1,000,000 per occurrence. If CONSULTANT carries Comprehensive General Liability Insurance in an amount of$2,000,000 or greater,this requirement may be waived. 6. Consultant will provide the Village with a certificate of insurance and additional insured endorsement showing the Village added to the General Liability Insurance as an additional insured. 7. Coverage shall not be suspended, voided, canceled, or reduced except after thirty (30) days prior written notice by certified mail has been given to the Village. If a standard Certificate of Insurance form is used with a cancellation clause, the words "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives" will be stricken or crossed out. j:\worddoc\contract\2013 contracts\2013 electric aggregation consulting services.docx 9